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Private Wealth Management
Deutsche Bank
Checklist for U.S. Indlvldual/Jolnt Client Custody Account
This form must be completed in full and presented to Account Opening Group
with all accompanying
documentation prior to any account being opened.
T6fh^t}
Account lia<<
Account Number
Custody Officer
strategic Wealth Advisor
Account Assistant
Sweep Choice (check one below)
CutKidi Sweep Oeraulfs
. Money Market Deposit Account • UMDA Custody 2 Personal (SSfllfllBQOj
— Money Market Deposit Account - MMOA Custody 2 Non-Personal (SgSlOigiCi (S4)
Taxable Funds advised by DeAM, Inc
Deutsche Cash Management Fund institutional (Ml) (BICXX) (S3
Cash Resenre Prime Series Investment (211) (ABRXX) (21j
Cash Reserve Pnme Series InsOtutional (311) (A6PXX) (28)
'NyDWS Government Cash Institutional Shares (250) (OBBXX) (43)
OWS Government Cash Managed (254) (DCMXX) (18)
DWS Money Market Series Managed Shares (2023) (UCAXX) (17)
ICT Treasury Portfolio Institutonal Shares (43) (ICTXX) (30)
Taxable Fund Managed by DelM
. OWS Money Market Series: Institutional Snares (2403) (iCAXX) (3Q
Tax-exempt Funds managed by DeAM, Inc.
Deutsche NY Tax Free Fund - Investment (844) (BNYXX) (20)
. Deutsche Tax Free Fund - Investment (839) (BTXXX) (31)
DWS Tax-Exempt Cash Institutional Shares (148) (SCIXX) (18)
I. DWS Tax-Exempt Cash Managed (246) (TXMXX) (19)
Offshore Fund managed by DeAM, Inc. (For Offshore Clients Only)
Managed Dollar Institutional Fund (5B1) (DEUMADI) (32)
Funds not advised by DeAM, Inc. or OelM
' California Daily Tax Free Income Fund, Inc. (850 j (CFDXX) (25)
(*ilf8n8ge(f hyRercll & Tang)
Treasury Trust Dollar Class (63) Snares (845) (23) - (*'Ma/7gedPySl8clErDck
PmvidBnt InstSutionat Funds)
Prinapai 8 Income
Portfolio Set Up. Principal only
Reouired for all accounts
Privacy Notice given to client by:
n Fax
EFTA01444742
❑ Man
n In Person
Required DocumentaUon
Attached^ Customer* where the dod. i» acantxd
//r
Individual ■ Worldwide Custody Agreement /or Addendum
W3/W9
Sweep Selection Form (If not submitted, use sweep default)
Evidence of Approved KYC
OB Force # for approved KYC-
Pre DB Farce KYC's give GCiS# where the KYC can be located.
DB Custody 0:
4/
—/■
y
-) /-X
V
Account Opening Officer
Date
MKVP
-AWMCeMiy
MoMtiMel.nnr27
NeMuNV twos
(A06
SOX Verification Completed:
OB Authorization
^cotl (x0eelrfi&rry Morris, Josh Rosen
Last Update: i0/26/i0
Deutsche Asset
& Wealth Management
Worldwide Custody Account Agreement
Deutsche Bank Trust Company Americas
ACCOUNT NUMBER(S):
Bank Use Only
New Yoric, New York
1
,20 14
Dated:
I
I. 1>IE ACCOUNT IS FOR A; (choose one)
/ Individual
J(Mnt Tenants with Rights of Survivorship
Joint Tenants m CcHnmon
A Rease indicate if any account owner is for the account is for the benefit
of): (choose one)
EFTA01444743
A labor organization/union or Taft-Hartley plan
An officer, agent, representative or employee of a labor organization/union
A Federal, State or local agency, board, commission or authority (Induding
public hospitals, school districts and
universities) or other public entity
(if so, please indicate which country, state or municipalrty:
An official or employee in the legislative or executive branch of a Federal,
State or local government
(if so, please indicate which country, state or munidpallty:
1/ None of the above
B. nease indicate if the account: (choose one)
Is a retirement account covered under the laws of ERISA
a retirement account covered under the laws of ERISA
II. OPENING YOUR ACCOUNT
By signing this Agreement, you authorize Deutsche Bank Trust Company
Americas ("OBTCA" or the "Bank") to open and
maintain one or more Custody Accounts (each an Account and cdlectively the
"Account") for you. Your Account will have
one or more securities accounts and one .0). more cash accounts and the
Account Title will be:
Jeffrey Epstein
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015629.1224I3
1
III. LEGAL RESIDENCE:
Jeffrey Epstein
Name
United States Virgin Islands
Country of citizenship
6100 Red Hook Quarter, B3
Legal residence
St. Thomas, USVt 00802
Name
Countrrof eitizenBh4>
Uga) resklanca
You will notify us immedistely if your citizenship or legal residence
changes.
IV. DECLARATION OF TAX STATUS
This Agreement is designed for use by both U.S. Persons and Non-U.S.
Persons. Please check the box next to the
paragraph below that applies to you. You certify that you will notify the
Bank in writing immediately if the
representation certified to below ceases to be true and correct.
(choose one)
/ U.S. Persons. By checking this box, you hereby certify under penalties of
perjury that you are a U.S. person.
Vour U.S. Taxpayer Identification Number is
You further agree to provide the Bank a validly completed Internal Revenue
Service Form W-9.
EFTA01444744
090-44-3348
Non-U.S. Persons (Individual). By checking this box. you hereby certify
under penalties of perjury that you are
neither a citizen nor a resident of the United Stales (and you have not made
an election to be treated as a
resident because of your marriage to a citizen or resident), you have not
been and intend not to be present in the
United States for 183 days or more during any calendar year in which this
Agreement is in effect and the income
you will earn hereunder is not effectively connected to a United States
trade or business. You further agree to
provide the Bank a validly completed Internal Revenue Service form W-8BEN
W-8ECI, W-8EXP or W-8IMY or
any equivalent successor form as may be appropriate to your United States
taxable status at account opening.
V. TAX REPORTING FOR U.S. CLIENTS HOLDING NON-U.S. DOLLAR SECURITIES
U.S. tax laws are quite complex and constantly evolving, especially in the
area of international investments held by U.S.
taxpayers. The monthly transaction statemerrts and the annual consolidated
form 1099 furnished to you are designed to
reflect the status of your Investments, but do not provide all the necessary
details to complete your U.S. tax returns. The
supplementary information needed, namely historical foreign exchange rates,
is available on the Bank's system and can
always be provided to you or your tax professional at no charge.
An annual International Tax Letter for foreign securitios, which provides a
detailed summary with supporting schedules of all
capital and foreign exchange gains/losses recognized. Is available to you
upon request Additional charges for
this service would be noted on the fee agreement provided to you. Any
charges will be deducted from your Worldwide
Custody Account unless otherwise instructed by you.
FOR HOLDERS OF FOREIGN SECURITIES ONLY—Please check the appropriate box
below, (choose one)
I do not wish to receive the annual International Tax Lettar.
I would like to receive the annual International Tax Letter for foreign
securities. (Additional charges will apply.
Please see your fee agreement.) u
Note I: For U.S. diems holding any foreign securities
Note 2: Any charges viriK be proraied and based on the fee sdredule signed
with AWM Custody. DBTCA
List Adt^lonal recilmnta erf tax summary letter and year end bx forms:
Name
Name
.Addrm
Addrsas
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nS629.122413
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VI. REMITTANCE INSTRUCTIONS (choose one if desired or leave blank)
of each month to OBTCA Checking Account No.
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Translaron the
(choose one}
Balances of both Income and Principal
Balances of Income only
OR
of each montfi
Remit on the
(choose one]
S
Balances of both Income and Principal
Balances of Income only
To:
Bank Name:
Account Name:
ABA # or ACH #:
Account#:
VII. ACCESS TO OB INSIGHT (the "SwvtGe")
(choose one)
DB InSight Standard includes access to financial and account information,
research and product information. Paper
Statements and communications for all Custody Accounts will be mailed to the
client.
DB InSight with Online Statements includes access to financial and account
information, research and product
information. Paper statements for all accounts and commurticaiions
regardingyour Custody Accounts will NOT be
mailed to the Client until the Bank receives a written direction from the
Client to issue paper statements. (Please note
that communications regarding Proxies and Corporate Actions will be mailed
as instructed in section XI below.).
By checking one of the two boxes above you confirm that you have received,
read and agree to comply with the
Terms and Conditions for DB InSight attached as Annex B. as they may be
amended from time to time. Before you
allow a third party to access your Account via the Service, you agree to
execute another authorization in a form the
Bank specifies. You agree that this paragraph will apply to all your use of
the Service, not just use related to services
under this Agreement. This paragraph will survive termination of this
Agreement and continue for as long as you
have any account relationship with the Bank or the Bank revokes your ability
to use the Service.
If you checked one of the two boxes above, please provide the follovmg for
each account owner requesting access:
E-mail Address
Secret Code:
Secret Code:
E-mail Address
E-mail Address
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Secret Code:
E-msil Address
For additional security when calling the Bank's helpdesk, ea.c^ authorized
person must supply a secret code to be
used when the authorized person calls the helpdesk.
You do not wish to use the DB InSight service.
Secret Code:
PLEASE COMPLETE ANNEX C TO GIVE OB INSIGHT ACCESS TO THIRD PARTIES OTHER
THAN THE ACCOUNT OWNERfs).
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015629,122413
3
vm. IDENTIFrED ADVISOR
Fw purposes 0< this agreement ttte term "Advisor" shati be defined as any
agent or intermediary identified by you below.
Please Name Advisor:
Address of Advisor:
Telephone Number of Advisw:
FAX Number;
E-mail Address:
Choose one:
You direct the Bank to act on instructions of such Advisor to ONLY
Please check all that apply:
1. purchase or sell Property as defined in the "Our Services" section for
ytHjr account(s) antyor
_ 2. move money between account(s) within DBTCA, including deposit accoums,
held in ^ur name and
with the same tax ID;
3. follow Instructions on Schedule A to Worldwide Custody Account Agreement
OR
By checking and signing next to the box below you grant FULL ALITHORITY to
the Advisor named above. The Bank
will follow ALL instructions regarding your Custody Account(s) and the
Property and assets in the Custody Account(sl
submitted by your Advisor without limitations.
Signature:
Note: The Bank will not accept more than one Advisor per Custody Account. In
the event that you have multiple
Advisors then a separate Custody Account must be opened for each Advisor.
This Custody Agreement will apply to
each Custody Account. For relationships with multiple Advisors, please list
the Advisor and any limitations of their
authority in the form of an attachment to this Agreen^ent.
You have appointed your Advisor with power and authority to take actions or
to give instructions to the Bank on your
behalf as indicated above. You agree that the Bank will be fully protected
when the Bank follows instructions from
your Advisor and/or designated representatives under their employ (complete
Annex A or your Advisor should provide
a signatory list on the Advisor's letterhead if applicable) and you do not
expect the Bank to question them. You
EFTA01444747
authorize the Bank to enter into arrangements to allow your Advisor to send
the Bank instructions electronically.
including through an ''institutional delivery system." You authorize the
Bank to act on such instructions and agree to
hold the Bank harmless for any action the Bank takes or omits in reliance on
them, even if the instructions are
erroneous or unauthonzed.
You have sole responsibility for your arrangement with your Advisor. You
wflll notify the Bank promptly, in writing, if
you end your arrangement withyour Advisor or appoint a new Advisor. The Bank
shall be afforded
a reasonable opportunity to acton any updates to the Advisor.
IX. YOUR ADVISOR'S FEES: (choose one)
You authorize us to pay the invoices submitted to the Bank by your Advisor
for its services out of the Property. You
will review these charges for accuracy and raise any questions you have
about the fees with your Advisor. The
Bank will continue to pay your Advisor's fees until you give the Bank
written notice to Stop.
OR
You do not authorize the Bank to charge your Account(s) for your Advisor's
fees.
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015629.122413
4
X. STATEMENTS
The Bank will provide you, your Advisor and any person you designate below,
with a written statement of all transactions
for your Account(s) each month {the "Account Statement"). If you have
objections to an Account Statement, you will
provide them to the Bank in writing within thirty (30) days after the date
of the Account Statement- If you do not do so, it
will be agreed that you have no objections to the Account Statement. On your
Account Statements, the Bank may, but is
not required to. provide prices or values for securities or other Property
in your Account(s). You acknowledge that prices Of
values for the Property may be unavailable or, if available, unreliable When
the Bank includes values for the Property on
your Account Statements, the Bank will obtain them from one or more publicly
available sources but the Bank will not
guarantee their accuracy or reliability. You acknowledge that the prices or
values the Bank shows on your Account
Statements may not reflect the current maiket price or fair value of the
Property. You agree that the Bank has no obligation
to solicit bids or offers, indications of prices or values or apfwaisals for
the Property and that the Bank is not responsible for
the accuracy of any price or value information the Bank provides you.
List additional recipients of statement;
Name
Name
Address
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Address
XI. PROXIES AND CORPORATE ACTIONS
Proxies (choose one)
The mailing address of Account(s) will be the default address unless
otherwise indicated befow
Forward all proxies to mailing address for Accountfs)
OR
Forward all proxies to Advisor
Corporate Actions (choose one)
The mailing address of Account(s) will be the default address unless
otherwise indicated below
Forward all Corporate Actions to fax number. : E-mail or mailing address for
Accountfs]
OR
^ Forward all Corporate Actions to Advisor
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0>&629.12241S
S
JOINT ACCOUNT
If this is a Joint Account with Rights of Survivorship, you understand that
(1) you will share ownership of the Property while
you are alive, (2) either of you, acting alone, may vwthdraw some or all of
the Property from the Account, 3) either of you may
give us instructions which we will follow without obtaining the consent of
or notifying the other owner, and 41 we may
terminate the Account upon the request of just one Account owner. If this is
a Joint Account held as Tenants in Common and
if one party wants to withdraw more than one-half the value in the Account,
we may require the consent of the other Account
holder. We may be required to release Property to satisfy a judgment against
or the debt of any one owner of the Account.
OUR SERVICES
As Custodian, the Bank will keep and protect, in the same manner as the Bank
keeps and protects its own similar property,
the securities, cash or other financial assets you deposit in your
Account(s) and any dividends, interest or other distributions
received on those assets or from their sale or other disposition
(collectively, the "Property").
Upon instructions from you or your Advisor, the Bank will buy or sell, for
your Account and at your sole risk, securities or other
financial instruments and any foreign currency needed to complete these
transactions. The Bank may charge transaction
costs, including commissions, to your Account unless you or your Advisor
gives the Bank different instructions. The Bank may
effect orders to buy or sell securities, other financial instruments or
foreign currency for your Account in any commercially
reasonable manner the Bank deems appropriate. The Bank ntay select, in the
Bank's sole discretion, the brokers, dealers,
counterparties or other intermediaries the Bank uses, including itself or
its affiliates. When the Bank buys or sells foreign
currency for your Account, the Bank or an affiliate may act as principal or
EFTA01444749
counterparty on the other side of the transaction
from you. You agree that the Bank or its affiliates are entitled to charge
you the fees or other compensation the Bank
customarily receives when the Bank engages in similar transactions with
third parties. The Bank may receive remuneration
from outside parties. Upon your written request the Bank will provide you
with information regarding the source and amount
of any remuneration.
The Bank may decline to execute or settle a purchase order if the Bank is
not satisfied, in the Bank's sole judgment, that you
will have sufficient available funds or credit in your Account and in the
required currency to pay for the transaction when
payment is due. You agree to indemnify and hold the Bank harmless for any
losses, costs or expenses the Bank Incurs if you
fail to furnish immediately available funds when required to pay for your
transactions and expenses.
If you ask the Bank to list assets on your Account statements that you hold
at another location, the Bank will not be
responsible for (i) protecting those assets as custodian, or (ii) confirming
that the assets exist or determining their fair market
value. The Bank may indicate on your Account statements that these assets
are held elsewhere and that the Bank cannot
verity their existence or value.
The Bank's affiliates include the Bank's parent company, Deutsche Bank AG
("Deutsche Bank"), Deutsche Bank Securities Inc.
(DBSI), Deutsche Bank Trust Company N.A. (DBTCNA), Deutsche Bank National
Trust Company (DBNTC) and other
subsidiaries of Deutsche Bank. Most of the Bank's affiliates are: i) not
banks, ii) separately incorporated, and (iii) solely
responsible for their own obligations. The Bank does not guarantee their
obligations nor does any other bank.
SCOPE OF OUR RESPONSIBILITIES
The Bank's sole responsibility, unless the Bank expressly agrees otherwise,
is to receive, keep and protect the Property es
custodian, to maintain financial assets [within the meaning of the New York
Uniform Commercial Code (NY UCC)] in the
Account as security entitlements in your favor, and to provide the execution
services, as described in this Agreement.
You will make your own investment decisions for the Account, based on
information you obtain on your own or the advice
of your Advisor or other professional advisors and experts you select. The
Bank is not responsible for advising you about
securities or other investments and you will not rely on any advice or
information you receive from the Bank in making your
investment dedsions. The Bank also is not responsible for determining the
suitability of any investment for you or the merits
of any investment you make for the Account, regardless of any information
the Bank has about you or the investment or its
issuer. In addition, the Bank does not provide legal, tax or accounting
advice.
CASH MANAGEMENT AUTHORIZATION
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Unless you give the Bank other instructions, the Bank will place your
Account's U.S. dollar cash balances In a Money
Market DeposK Account with DBTCA or one of its affiliates. Although the Bank
will not be obligated to do so, if you have
cash balances in other currencies, the Bank will seek to place those cash
balances in an interest bearing account, if
pennitted by applicable law, in the countries where the balances are held.
The Bank will deduct from any interest earned
Ml non-U.S. dollar cash balances commercially reasonable fees to cover the
Bank's administrative, placement and
postirtg expenses. Upon request, the Bank will provide specific information
about these fees. Please see "Anttex 0" for
FDIC Disclosure regarding accounts subject to an automated sweep arrangement.
COLLECTIONS
You authorize the Bank to collect all interest, dividends, proceeds of sales
and other monies due and collectible with respect to
the Property and direct the Bank to credit the collections to your Account
or to remit them to you as instructed. Where adequate
financial information is not readily available about securities in your
Account or with respect to securities as to which a default
has occurred, the Bank will be responsible for safekeeping only and not for
keeping track of dividends or coupon payments,
redemptions, exchanges, rights offerings or other similar matters affecting
the securities. Securities in this category generally
include, but are not limited to, those acquired in private placement
transactions, securities of foreign private issuers not
registered under the Securities Exchange Act of 1934 and securities not
traded on a U.S. national securities exchsnge.
WUt34649
016629.122413
6
In addition, the Bank will not collect or deliver to you any rights,
securities or scrip, or any document, or assist you itt
exercising any rights or taking other actions, if the Bank decides, in its
sols discretion, that to do so would be (a) unreasonably
burdensome or costly, or (b) contrary to applicable laws or rules.
REINVESTMENT INSTRUCTIONS
Unless otherwise specified herein or in separate written instructions, all
interest, dividends, or other earnings and proceeds
received by the Bank in connecdon with the Prol»tty will be credited to one
of your cash accourtts as instructed in the Cash
Management Authorization Form or placed in your Money Market Deposit Account
with DBTCA or one of its affiliates-
SUBCUSTODIANS
You authorize the Bank to keep the Property or any part of it in one or more
of the Bank's brarKhes or in custody accounts
the Bank establishes with one or more subcustodians. The Bank may use as
subcustodians other financial intermedianes.
Including the Bank's affiliates, brartches of other U.S. banks, foreign
banks, trust companies, brokers, dealers, securities
depositories or clearing agencies. You authorize the Bank to deduct from
EFTA01444751
your Account the charges of any subcustodian or
subdepository relating to your Property or the Bank may bilt you directly
for subcustodian or subdeposilory fees.
CORPORATE ACTIONS
The Bank is not required to exercise rights or make elections with respect
to exchange or conversion of securities
("Corporate Actions") in the Account. The Bank will submit all Corporate
Actions that the Bank receives for your Account to
you or your Advisor as previously selected by you herein. The Bank will not
provide any investment advice regarding these
notifications; nor will the Bank independently make an election for any
Corporate Action for your Account. It is the sole
respMDnsibility of you or your Advisor to issue specific Instructions in a
timely manner regarding all Co^rate Actions the
Bank sends for your Account.
PROXIES
The Bank is not required to vote proxies, exercise rights or make elections
with respect to the Property. When the Bank
receives proxies or related mailings with respect to the Property, the
Bank's sole responsibility will be to send it to you by
regular first class mail at the address indicated below or your Advisor as
previously selected by you herein, at your sole risk
and expense. Communications received by a subcustodian will not be
considered received by the Bank until actually
delivered to the Bank.
■reLEPHONE, E-MAIL OR FAX INSTRUCTIONS
From time to time you may give the Bank instructions with respect to the
transfer of all or part of the Property or for the sale
or purchase of securities in the Account by telephone, facsimile or e-mail
(collectively referred to herein as "Verbal
Instructions"). It is understood that the risk of Verbal Instructions being
given by person or persons purported to be you is
your own. You agree to indemnify and hold harmless DBTCA for any claims,
losses, expenses, costs and attorneys' fees (and
their reasonable expenses) resulting from DBTCA's acting upon misunderstood
and/or unauthorized Verbal Instructions. You
understand that over certain dollar levels. (%TCA may, but shall rtot be
required to, seek verification of your Verbal
Instructions by calling you to confirm such Verbal Instructions. In case of
doubt, DBTCA may in its sole discretion refuse to
execute your Verbal Instructions or any part thereof, without incurring any
liability. The Bank is under no obligab'on to execute
your telephone, facsimile or e-mail instructions to transfer all or part of
the Property, or funds or securities to any account(s)
other than the Accounts referenced herein without your original written
instructions.
TRANSACTIONS IN YOUR ACCOUNT
You agree, represent and warrant that all transactions in your Account will
comply with all laws, regulations and other legal
and regulatory requirements that are applicable to you. and that you will
not use the Account to engage, directly or
EFTA01444752
indirecliy, in any transactions or activities that are improper or unlawful.
Without limiting the foregoing, you agree that you
will not engage in any sales of securities unless registered (or subject to
an exemption from registration) under the Securities
Act of 1933, insider trading, market timing, free-riding and withholding, or
manipulative or deceptive transactions, acts,
practices or courses of conduct in your Account. If the Bank, in its sole
judgment determines that the Account is being
used for any purposes or activities ^at may be inconsistent with the
agreements, representations and warranties made by
you in this paragraph, the Bank may. without any liability to you, take one
or more of the following actions: (i) decline to
execute one or more transactions instructed by you, (ii) temporarily freeze
all transactions or funds in your Account, (iii) close
your Account, or (iv) refer the transactions or activities in question to
relevant regulatory or law enforcement authorities. You
agree to indemnify and hold the Bank harmless for any losses, costs or
expenses the Bank incurs (i) if you breach any of the
agreements, representations and warranties made by you in this paragraph, or
(ii) for any actions that the Bank takes
hereunder other than losses, costs or expenses resulting from the Bank's
gross negligence or willful misconduct
INSTRUCTIONS FROM BROKER-DEALERS
You also direct the Bank to act for your Account on instructions or
confirmations from broker-dealers engaged by you or
your Advisor. In some cases, you will identify the broker-dealer to the Bank
in advance or give the Bank evidence that you
engaged the broker or dealer. Where you do not do so, the Bank's receipt (by
electronic or other means) of confirmation of a
purchase or sale that requires the Bank to pay funds, deliver securities or
take other action for your Account will be deemed
an "instruction" to the Bank from you if the confirmation properly
identifies your Account number, and the Bank will be
authorized to n:»ake payment from or take delivery for your Account without
consulting or receiving
WMi3ae49
01S6Z9.1a2413
7
further instructions from you. The Bank will have no obligation to review
any transaction made or Property received on the
instructions of such broker-dealers or broker-dealers engaged by your
Advisor. The person giving the Bank the instructions shaB
have sole responsibility for ensuring that it does not violate applicable
laws, rules or orders that apply to you or your Account.
The Bank may from time to time consult with legal counsel and will be fully
protected in acting upon the advice of counsel.
REGISTRATION
TTie Bank may hold your Property in certificate or book entry form, in your
name, the Bank's name or the name of any
affiliate, subcustodian or nominee or with a subcustodian, securities
depository or clearing system in an account for the
EFTA01444753
Bank's customers or the subcustodian's customers, as permitted by law and,
where applicable, subject to the rules of the
securities depository or clearing system.
SHARES AWAITING REGISTRATION
From time to time, you may purchase shares that are not yet "ectronicaily
registered with a central securities depository as
of the date of the purchase (the "Shares"). In such cases, you will deliver
or cause to be delivered to the Bank one or more
physical certificate(s) for such Shares (the "Certificate(s)"). Upon receipt
of such Certificate(s). and once such Certificates are
eljglMe for registration, the Bank will cause the underlying Shares to be
deposited with the appropriate central securities
depository for electronic registration. You acknowledge that Shares are not
registered In the central securities depository
until you receive an e-mail confirmation of registration from the Bank. You
represent and agree that once Shares have been
submitted for registration, you will not sell Shares or direct anyone else
(including any third-party broker) to sell Shares ("Sell
Orders") for your Account until you receive this email confirmation.
CERTAIN AUTHORIZATIONS
You authorize the Bank to execute in your name all endorsements and
assignments relating to the Property and all ownership
or other certificates the Bank may need to obtain payment of income or
principal with respect to the Property. Although the
Bank is not required to do so, you authorize the Bank to pay on your behalf
from the Property or your other assets that the
Bank holds all taxes or similar levies imposed by any government authority.
You agree to cooperate with the Bank by
providing information, executing documents or otherwise when the Bank asks
you to do so in connection with the payment
of such taxes or levies.
COMMUNICATIONS
Alt communications to you will be sent to the mailing address l:ielow your
^nature at the end of this Agreement
DISCLOSURE OF INFORMATION
You authorize the Bank to share information about you and your Account(s)
with the Bank's affiliates as set forth in Annex E.
You specifically direct the Bank not to disclose your name, address or the
amount of securities you beneficially own to any
issuer. However, you agree that the Bank may make disclosures that the Bank
believes are required by applicable law and
regulations, including disclosure of information about you and your
Account(s) to any government agency or self- regulatory
body on request, without further consent or notice to you.
FEES, COSTS AND EXPENSES
For the Bank's services under this Agreement, you will pay the Bank a
monthly fee at the rate on the Bank's fee schedule
then in effect or as agreed in a separate writing signed by you and the
Bank. The Bank's fee will be based on the sum of the
cash and the market value of the Property as of the end of the prior month.
The Bank will also be entitled to receive
EFTA01444754
applicable transaction foes in addition to the monthly fee. Absent readily
ascertainable market prices, the Bank will value the
Property at its fair value determined by the Bank in the Bank's sole
discretion using methods customarily and consistently
followed. Unless otherwise agreed in writing, the Bank's fee will be payable
monthly in arrears. Fees for lessUran a full
month will be prorated.
PAYMENT OF FEE
The Bank will deduct its fees, costs and expenses the Benk Incurs for you
from the cash portion of your Account unless
otherwise agreed upon in writing signed by you and the Bank.
TERMINATION
You or the Bank can end this Agreement on thirty (30) days written notice to
the other for any reason. Either you or the Bank
can end this Agreement immediately if the other breaches any provision,
representation or warranty in this Agreement. All
provisions of this Agreement will survive termination except that your
obligation to pay the Bank's fees will be limited to fees
accrued through the later of the effective date of termination or the date
transfer of the Property to you or the successor
Custodian you select is completed. On notice of termination, you and the
Bank agree to cooperate fully and take ell actions
necessary to permit an orderly transfer of the Property to you or your
successor custodian.
UABILITY AND INDEMNIFICATION
You agree (hat the Bank, the Bank's parent, subsidiaries, affiliates,
employees, agents and the Bank's nominees (collectively
referred to in this section as the "Bank") will not be responsible for, and
you will indemnify and hold the Bank harmless
against, any Liabilities (as defined below) resulting from:
WMt3064e
01S629.122413
8
any decline in value of the Property In your Accountfs) that is not caused
by the Bank's gross negligence, willful
misconduct or breach of an express undertaking In this Agreement;
any act. omission or insolvency by you or your attorneys, agents,
custodians, receivers, successors or Advisors;
any act or amission by government authorities, including, without
limitation, nationalization, expropriation or currency
restrictions: acts of war, terrorism, insurrection or revolution; strikes or
work stoppages; the inability of a local dearing
and settlement system to settle transactions for reasons beyond the Bank's
control; or acts of God;
any act or omission by any subcustodian, subdepository or broker-dealer or
the insolvency, bankruptcy or similar event
affecting any subcustodian, subdepository or broker-dealer, except to the
extent that the Liability is due to the Bank's
gross negligence or willful misconduct in selecting the subcustodian,
subdepository or broker-dealer;
taxes, fines or government charges other than those resulting from the
EFTA01444755
Bank's gross negligence, willful misconduct or
breach of an express undertaking In this Agreement;
any act, omission, lack of authority or incapacity of any broker-dealer, or
any Advisor;
Sell Orders for your Account prior to the registration of Shares with OTC
and transfer agent that may result in an
inability to deliver the Shares to their buyer on settlement date or for
transactions settled by the Bank while your
Shares are pending legal transfer at the transfer agent; or
ar)y causes other than the Bank's gross negligence or willful misconduct or
breach of an express undertaking in dtis
Agreement
1.
2.
3.
4.
6.
6.
7,
a
In no event shall the Bank be liable for consequential, special or punitive
damages.
In the event of any dispute or conflicting claims by any person or persons
with respect to the Securities or other Property
in the Account, the Bank shall be entitled to refuse to act until either:
(i) such dispute or conflicting claim shall have been
finally determined by a court of competent jurisdiction or settled by
agreement between conflicting parties, and the Bank shall
have received written evidence satisfactory to It of such determrr\ation or
agreement or (ii) the Bank shall have received an
indemnity, security or both, satisfactory to it and sufficient to hold it
harmless from and against any and all Liabilities thatttie
Bank may incur as a result of taking such action.
As used In this provision. "Liabilities" means all taxes, charges, claims,
fees, damages, actions, losses and liabilities,
including, without limitation, all fees and disbursements of counsel, court
costs and any other costs or expenses Incurred
in connection with any dispute, controversy or proceeding whether you or
your successors, receivers, administrators or
assignees are parties to the matter.
You authorize the Bank to charge your Account for all items for which you
must indemnity the Bank. Any Property, together
with property in any other account you have with the Bank, shall be security
for your obligations to the Bank under this
Agreement and for any loans, overdrafts or other credit extended to you. You
pledge all such property to the Bank and grant
the Bank a continuing lien to secure your obligations under this Agreement,
which will Include any obligation incurred by the
Bank to any subcustodian or subdepository employed for the Account. Your
pledge and the Bank's security interest shall
remain in effect until the Bank receives full payment for all of your
EFTA01444756
obligations. You agree to promptly take such actiorvs as the
Bank reasonably requests from time to time to perfect or maintain your
pledge and the Bank's lien and security interest as a
valid, perfected, first priority interest in the Property. You will not
permit your Account(s) or the Propwty to be subject to any
other pledge or security interest without the Bank's prior written consent.
SPECIAL PURCHASES FOR THE ACCOUNT
If you direct the Bank to buy shares or other interests in mutual funds or
other pooled investment vehicles spor^sored,
managed or advised by the Bank or any affiliate, your purchase order will be
acknowledgement that you have received the
prospectus or offering materials for each such fund or vehicle. You agree
that the Bank or its affiliates are entitled to the
compensation described in the prospectus or offering circular for services
the Bank provides to the fund or other vehicle in
addition to the fees you pay the Bank for services under this Agreement. You
will pay all amounts payable by you under this
Agreement in New York in U.S. dollars (or such other currency as the Bank
requires, in the case of Property denominated or
traded in another currency) without any deducfions. withholdings, set-offs
or counterclaims, and free and clear of all taxes or
withholding. If the Bank is required by law to withhold any tax or other
amount, you will pay the Bank the additional amounts
required to be withheld.
MISCELLANEOUS
You represent, warrant and agree diat (a) this Agreement and your
obligations under it. and (b) your purchase, ownership or
sale of all securities and other Property, do and will at all times
constitute, your legal, valid and binding obligations,
enforceable according to their terms, and you agree to perform all your
obligations in compliance with all applicable laws,
rules and administrative guidance.
You agree to let the Bank know promptly in writing if at any time you could
not make this representation and warranty w
perform your obligations under this Agreement.
You agree that any action the Bank, its nominees or subcustodians take
before termination of this Agreerrient and final
distribution of the Property in your Account or on instructions from any
broker-dealer or advisor that you have designated as
having authority to give the Bank instructions and before the Bank receives
written notice that you have terminated the
authority of that broker or advisor, shall be binding on you and your
successors.
wui34e4e
016629.122413
9
GOVERNING LAW; JURISDICTION; JURY WAIVER
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, and the parties
hereto acknowledge and agree that, for purposes of the New York Uniform
Commercial Code and for all other purposes, the
EFTA01444757
Account is located in and shall be governed by the laws of the State of New
York. You hereby submit to the personal
jurisdiction of the courts of the State of New York and of the Federal
district courts sitting in New York City with respect
to any action, claim or proceeding arising out of or pertaining to this
Agreement or the matters or transactions referred tt
herein or contemplated hereby (any such action, claim or proceeding being a
"Related Proceeding"). Each of the parties
to this Agreement hereby irrevocably waives any defense (against the
jurisdiction of any of such courts in any Related
Proceeding) based on venue or on the ground that such court constitutes an
inconvenient forum. Without affecting the
Bank's right to serve legal process on you in any manner permitted under
applicable law, you hereby irrevocably consent to
the service of process in any Related Proceeding by the mailing of copies of
such process to you at the last address in the
Bank's records for you. You and the Bank irrevocably agree that a final
judgment issued in any Related Proceeding in any of
the New York or Federal courts referred to above may be enforced in any
jurisdiction by suit on the judgment or in any other
manner provided by law.
You and the Bank hereby voluntarily, knowingly and irrevocably waive any
right to jury trial in any Related Proceeding,
and each of us hereby acknowledges that no representative of ours has
expressly or impliedly represented that the
Bank would not or might not enforce this jury waiver. Each of us hereby
acknowledges that this jury waiver is a
material inducement for us to enter into this Agreement.
In the event of any legal proceedings between the parties, the parties agree
that photocopies or facsimile copies of
this Agreement, including of the signed signature pages, shall be as
effective as originals.
BINDING EFFECT; SEVERABILITY; WAIVER; AMBIGUITY
This Agreement shall be binding upon each of us and the Bank's successors
and assigns. If sny provision of this
Agreement at any time is unenforceable under the law or regulations of any
relevant jurisdiction, such provision shall be
deemed rescinded or modified to the extent required In such jurisdiction,
without affecting the applicability and
enforceability of the remainder of this Agreement (and without affecting
such provision or its enforceability in any other
jurisdiction). The Bank's failure to insist at any time upon your strict
compliance with this Agreement, or any continued
course of such conduct on your part, shall not constitute a waiver of any of
the Bank's rights or remedies hereunder. No
ambiguity in this Agreement shall be construed against the Bank by reason of
the Bank's (or the Bank's counsel's) draftirtg
this Agreement.
CONFIRMATION OF TAX AND COMPLIANCE RESPONSIBILITIES
You confirm that it Is your responsibility to fulfill all tax obligations
and any other regulatory reporting duties applicable
EFTA01444758
to you in any relevant jurisdictions that may arise in connection with
assets, income or transactions in the Account and
your business relationship with the Bank. Furthermore, you confirm that the
necessary information (to the best of your
knowledge and capabilities) Is made available no less than annually to the
relevant beneficial owner(s), settlor(s),
beneficiary(ies), partners), etc. to enable him/her/them to fulfill any
respective tax obligations that may arise for him/
her/them in connection with your busirtess relationship with the Bank.
ASSIGNMENTS
This Agreement may not be assigned by either you or the Bank without the
consent of the other, except that the Bank may
assign this agreement, in whole or in part, to an affiliate, subsidiary or
successor by merger. The Bank will notify you of
any assignment at your address set forth below, and the Bank's affiliate,
subsidiary or successor will succeed to all of the
powers, responsibilities, rights and protections granted to the Bank by this
Agreement.
CUSTOMER IDENTIFICATION NOTICE
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each
persort who establishes an account investment or
other business relationship with a financial institution. This means that we
wil! ask tor your name, address, and other
information that will allow us to identity you. We may also ask to see
identifying documents such as a certificate of formation
or good standing (legal entitles) or a passport or other photo
identification (Individuals).
3RD EU NOTICE
Governmental rules have also broadened the scope of our firm's obligations
to aid in the fight against money laundering
and terrorist financing; these rules call for an active involvement of both
asset management firms and their clients. For
new and existing clients we currently have a legal obligation to ask our
customers questions regarding their identities,
addresses, source of funds and, if necessary, legal representatives,
authorized signatories, beneficial owners or control
structures and to collect requisite documentation to substantiate the
information. Also, enhanced anti-money laundering
requirements require that should any of the above personal or institutional
information change, our clients would be
obliged to immediately notify us of the change(s) and provide us with
relevant documentation to verify these changes.
WMt34S4S
0I5629,t22413
10
CERTIFICATION
You acknowledge that your Account Is not a deposil with OBTCAand Is not an
obligation of orguaranteeaby DBTCA, or Its
parent, subsidiaries or affiliates or by the Federal Deposit Insurance
EFTA01444759
Corporation (FDIC) or any other government agency.
Specific investments and/or cash deposits held tor your Account by DBTCA or
any of its affiliates, subsidiaries, any other
subcustodian or subdepository may not be obligations of or guaranteed by
Deutsche Bank AG, its affiliates or subsidiaries
or by the FDIC or any other governmental agency. The assets in your
Account(s) are subject to investment and credit risk,
RKluding possible loss of all or part of the principal you invested.
Agrp"d and accepts:
(signature
Jeffrey Epstein
Print Name
Signature
Mnt Name
61^ Red Hook Quarter, B3
Mailing Address
Mailirtg Address
St. Thomas. USVI00802
Residential Address Ilf different from Mailing)
Re^entla Address (if differerti from Mailingl
Cell Number
Cell Number
Fax Number
jeevacation@gmail.com
E-mail Address
Fax Number
E-mail Address
Reviewed by:
IMMCVP
i»a«*-MivMCMi«r
atozsMms
I
DB Officer Si
DB Entity
Date'
Deutsche Bank Trust Cop>i^nwAmerlcae
Accepte^^^r^ ^ / /
V
Rosen. DircctM
D^-iic Bonk - AWM Custody
M Wall Sircct, Fk>of 27
EFTA01444760
Prim'Kiame" 1 "cwTork; NY tOOW
Floor 27
"rtature
Signature
Prim Name
^ lU.
bate
WM134649
016329.122413
It
Deutsche Bank
Private Wealth Management
Worldwide Custody Agreement
Cash Management Authorization for USD Investors
The undersigned directs Deutsche Bank Trust Company Americas to invest
principal and irtcome balances auiomaticalty tft the
"res of the mutual fund (hereafter the 'Fund'), if any, checked below. The
purchase price of the Fund will be the net asset value
per share next determined after a purchase order is entered with the Fund. A
purchase order will not be effective until available
cash balances or cash in the form of Federal funds become available to the
Fund. You may. without charge, advance monies to the
Fund on our behalf to enable us to purchase Fund Shares and earn Fund
dividends prior to final collection of checks deposited to
my Account. It is understood, therefore, that you may reasonably withhold
access to the redemption proceeds of Fund shares
purchased with monies so advanced until you are satisfied that any and all
checks deposited to the Account have been collected.
Shares of the Fund will be redeemed at their net asset value upon my
specific request in accordance with the terms set forth in
the Fund's prospectus as amended from time to time, and the undersigned
agrees that such shares shall automatically be
redeemed to satisfied any transactions or overdrafts m this Account
The undersigned has received a copy of the Fund's prospectus, which contains
a more complete description of the
Fund expenses and its operations. I acknowledge that Deutsche Asset
Management, Inc. (DeAM, Inc.) and Deutsche
Investment Management Americas Inc. (DelM), or any other affiliated company
of Deutsche Bank Trust Company
Americas, will act as investment manager and shareholder servicing agent for
the Deutsche Asset Management
Funds. Deutsche Bank Trust Company Americas also acts as shareholder
servicing agent for the Blackrock Provident
and Reich & Tang Funds. Deutsche Bank Trust Company Americas or an
affiliated company will receive compensation
for so acting as outlined in each prospectus. We understand that mutual
funds are not a deposit or other obligation of
or guaranteed by Deutsche Bank Trust Company Americas or any of its
affiliates, the FDIC or any other governmental
EFTA01444761
agency. Such investments are subject to investment risk, including possible
loss of principal invested.
•• SELECT ONLY ONE FUND PER ACCOUNT •*
For c/ients vviffi > $50 million in custody assets at Deutsche Bank
Taxable Funds advised by DeAM, Inc.
n Deutsche Cash Management Fund Institutionai (541) (BICXX) (29)
n Cash Reserve Prime Series Institutional (311) (A8PXX) (28)
^ DWS Gov't Cash Institutional Shares (250) (DBBXX) (43)
D DWS Money Market Series Managed Shares (2023) (MC.AXX) (17)
D ICT Treasury Portfolio Institutional Shares (43) (ICTXX) (30)
Taxable Fund Managed by DelM
Q DWS Money Market Series : Instiiutior"al Shares (2403) (ICAXX) (36)
Tax-exempt Funds managed by DeAM. Inc.
Q Deutsche NYTax Free Fund - Investment (844) (BNYXX) (20)
❑ Deutsche Tax Free Fund - Investment (839) (BTXXX) (31)
Q DWS Tax-Sxempt Cash Institutional Shares (148) (SCIXX) (16)
Offshore Fund managed by DeAM, Inc. (For Offshore Clients Only)
D Managed Dollar Institutional Fund (581) (DEUMADI) (32)
Funds not advised by DeAM, Inc. or DelM
❑ California Daily Tax Free Income Fund, Inc. (850) (CFDXX) (25) *
❑ Treasury Trust Dollar Class (63) Shares (645) (23)**
• Managed by Reich & Tang _
•• Managed by Blackrock Provident Institutiortal Funds
Jeffi" Epsteicv;
—f'
Account Name;
I
Jeffrey Epstein
Signature
Prmt
Date
Signature
ACCEPTED: DEUT(
It
TSte
NY AMERICAS
By:
Dater
NAOSOD00000000-000000000
ISrtTriQ
W-9
RMpiett for Taxpayer
Identification Number and Certification
°Kw Pwmlotlw
(•quMtar. Do not
mond to ttw Ifta
fm. DmnftwS0II)
Dapattnert <1 Ih* TtMuy
Hinal Rwnj* Savtoa
EFTA01444762
Nann (ticwn an yov tnowM UK iolutr4
3oflray E. Epololn
euBkww nanMhnowdwl ofMy rams, H dlBaant ton Umm
I
Chack waiapit** for tedtflUK dawlBtllait
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8
❑BwifMpnM
Q Un»adlttltyeairpo».61 Mrli>taDulMallewion<&Ccetpaa<lBn.SiacafpcmlenfcowatiW
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❑ ClhnaaatMliuellentf ^
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Ragjaataila ram* OTd ttdAaa* 4optiani4
ei00 Rod hooh Qtflw B3
Cty.aUa, mdilPcad* —
8t. IhomH, Ua.V.1.00802
3
LM uootft hor<< "cptlonaft
p.iit I
Toxpoyor klontiftcutton Numtw (TIN)
EntvyourTM In lh* •ppfeprW* box. Th<< TN provlM miNi moleh nom* gkon on th*
"Nanw* lino
to avoid badoip wlthhoMno. For IndMdud*, IM* la your oeelal oaeurtty numbar
(8SN). htowavar. for a
iaald*nt aUui, aela proprietor, or dbrapardad antily, aaa the Part I
helivarilm on pao* 3. For other
antiSae, H la your employer WentNleation number (EM). H you do not hava a
numbw, aee How to pet a
T3MenpeoeS.
8ealU*eourib> numbar
000
44 - 8840
Note. lfth**ecoiaiti*lninointianonarHma,aeathaahaHonpaoe4fargulda0iaaonwtwee
nwnbar to enter.
toplay*i IduiWuiMuiimaebef
CttWooMon
p.iii II
UnderpenaMeeof petjuiy, loer0"thal:
1. The number ahown on tWa farm iemy cxaiauL tajtpayer IdefTtlfleation
mimber (erl amwaitinBter* numberto be leeued to rra). «kl
2. I em net eubfeet to beelaup withholding beoauae: Ml am o*mpi from
bactaipwHhheldlng, or Ml have net been noWM by toe Internal Revenue
Senrioe (MS) that I an aufaject to baslagi withholding ae a raeult of a
falure to report alllntoraotordMdanda,or({41heFtShMnolinadmethatlan
no longer aUbjeet to backup wfthholdbig, and
8. lamaU.8.dtKanor<itharU.8. peiaon(daflrMdbtiov0.
CarMearlen taabumtons. You muatoroaa out Ham 2 above If you have been
EFTA01444763
noffled by the MS that you aa currently eubjaet to badaipwKhheldfcv
becauaa you have Mled to report al Intarast and dk"nde on your tax return.
For real qtate tranaacdena, Ham 2 doae not apply. Fw
Maraat piidd, aogulaltlon or abandenmanl el aaoura" proparb'. caneelalion
of4abt; d"ribudona to an Mvidual ratiramant atrangamant (IRA), and
gananly.paymentB other than Intereat aid
dhManda.youaienetraqulradtoalgntheoartWeatlen,butyoumuatpiovldayeurooneetT1N-
.Saatha
Inetiuctlooe on page 4,"m
Sign
Sgnalwief
U4.paeonb
•) r-t
H* r*
Datab
General Inetmctione
Section rafaiancaaae totha Intorrail Revenue Coda unitaeotfwnvite
noted.
Purpose of Form
A paraon who b raqultad to fBa an Informaden return wWi the IRS mat
obtain your eorraot taxpayer Identification number (TM} to report for
anampla, Income paid to you, reel eetate traneaotlQne, merlgt" htcreal
you peld, aoquWtlon w ibandonmait of eeoured property. oanoeUaSen
of d" or eontrtiuilene you made to an IRA
Uee Fomi W4 only If you are a U.S. pereoo ftiducllng a reddent
ahai). to provide your eemaet TIN to the peraoniaqueeiing it (Iha
requeeter) and, when eppaoefate, to:
t. Certify that the TIN you are ("ng le eoneot {or you are waiting tor a
number to be baued),
2. Certify that you are not aubfeot to baokup wMiholdkig, or
3. CUm eowmption from baokup wHhhoMbig If you are a U.S. mmpt
raa. HappCoabb.yeu araidaooaili"ngthataaaU.& paraon, your
allooable aharaofwry partnanMplnooma from aU.S trade or buabiaaa
b not aubjaot to the wHhhoidbig bK on foreign partnara'afwa of
effectively oonnaotod Income,
Note. H a raquaater givee you a form other than Form W-0 to raquart
your TIN, you muat uaa the raguaatar'a form f H h aiihalanlliti dndfra
to thb Form W-9.
DafinWoti ^ a U3. paraca Forfadaral tax pulp Baal" you era
oonaidarad a U.S. paraon If you are:
• An hdvldual who la a U.S. eMban or U.S. raaldant dan,
• A pertitanhlp, oorporatlon, company, or aaaixlatfcm °red or
otganbed In the United State# or under the lawa of the United Stetea,
• An ealata {other than a foreign aetat" or
• A demaatie fruet (aa daflnad In Ragteadena aaedon 301.7701-7).
OpecM nias tor parfrtataMps. PaitrvaraMpa that eonduet a trade or
bualnaaa In the United States era genaraly regulrBd to pay a wNhholdbig
tax on any foreign partnara'ahara of bioome friim auoh bualnaaa.
EFTA01444764
Further, In oartein oaaea where a Fomi W-9 has net bean raealvad, a
partnarehip b raquirad to praeume that a partner b a foreign paraon,
and pay the vrilhholdlng tax. lhanfora, If you are a U.S. paraon that b a
partnar in a partnarehip oonduedng a trad# or bualnaaa In the Unitod
States. pi0<" Form W-9 to the partnership to eatabibh your U.S.
statue and avoid wtthhcldnp on your ahara of partnareh" Inooma.
Form W-9 (Rev. 12-S011)
CW.N0.10Z31X
US ONSHORE CUSTODY FEE EXCEPTION FORM
Relationship/Account Name: _Southern Financial Relationship
Account Numbers):
Negotiated Custody Fee;
Estimated Total Assrts within Bank; $ 220,000,000.00.
Assets by Product
Revenue by Product
Product
Custody
-$175,000,000
KCP
-$45,000,000
Banking
Lending
PMIS
Private Banker/Client Advisor: Paul Morris
Office: New York
Date of Request: _April 8, 2014
"ason exception is being rMuested:
o,
1
The above-mentioned parties have agreed to the following fee schedule (see
attached).
Domestic Custody:
International Custody;
Authorized Signers:
Authorized Signers:
^ f-k rt
(Private Bankers - Chip Packard, Michael
Davis or Kim Hart; Investment
Management - Benjamin Pace; Alex
Brown - Haig Ariyan)
(Carsten Kahl)
ftwy Monit. Mnaglag DmcMr
.NY,
EFTA01444765
^usto'JyTr^duct Mgmt (Barry Morris or
Josh Rosen)
Custody Product Mgmt (Barry Morris or
Josh Rosen)
For internal use only
Private Wealth Management
Deutsche Bank
Durable General Power of Attorney
New York Statutory Short Form
The potvers you grant bdow continue to be effective should you become
disabled or IncompeMnb
CAUTKM TO THE P/ttNCIPAL Your Eotttt of Affomey is cn imponant document. As
the -prinOpr"</ou gh.ce the person wAoyou
choose &our'opent^ authority to spend your money and sell 0/d/spose ofyour
properly during your/tfrtfme tvlthour te/I/ng ym.
youdonotfaseyourauthorhytDacteventhouphyouhovephnenyDurapenrsimdaratrthorAy.
tVhen your agent exercises this outhorhy, he or she must act occonMnp to any
instnredons you hove providedor, tvhere there ore
no pe(Mc Instructions In your best hifwest.'MIP0frrAMriNFCNMAnON ran
THfAGCMT at the end of this document describes
yowagent'srespotoMlMts.
Voirr agent con act onyour behalf only after signing theftwer of Attorney
bdbreanotorypubAc
nou can request Infermanionhwnyour agent otonyttne.lfyou are
revoMryaprtarftwer ofAemmey by executing (hUsAoHwr of
AttomOoyoushouldproirldewrlRennotiieeoftherevocotlon
toyourprloragentt^slandtotheflnanclallnsilivdonM'hercyour
eccourrts ore located.
Vtou can revohe or terminate your fewer of Amuney of any time Ibr oriy
reason os long os you ore of sound mind. If you are no
longer ofsoundMnd.acounconnmosnmapeMloracOnglnvnpvty.
your agent cannot make health core dKislons Ibr you. you may execute a
*Heolth core froior'to do iMs.
The iaw governing fotvers of Attorney Is contained In the New Ku* General
Obligations low. Article & TMIf 15. TMs low ft
evaHaUe at a low Iferary, or onlloe through the New Vork 5ute Senate or
Assembly websHes, wwwjenatejtate.rgf.ia or www.
assemb4r.si8lejly.us.
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DESIGNATION OF AGENTCS):
JetlrevEpMelri.A100Red HookOuaiter 83. St. Thomas. USVI00803
(Insert your namearKl address)
DafT^ Indwk^.
asmyag
(Insest name(s) and address{es) of agentls)]
If you designate more than one agent above, they must act TOGETHER unless
you MITIAL the statement below.
My agents may act SEPARATELY.
EFTA01444766
DESIGNATION Of SUCCESSOR AG&fT(S): (C0>TIONI"
If every agent designated above is unable or unwiHing to serve, I appoint as
my suKessor agentft);
(Insert name<s) and addressees) of successor agent($))
Successor agents designated above must act TOGETHER untess you MT1AL the
statement below.
My successor agents may as SEPARATELY.
1
NAOSO»a001b4e5-OQ01i371i
This POWER OR ATTORti"y shall noc be aff"ed by my subsequent inapKity unless
I have stated otherwise below, under
•MODIFICATIONS.'
This POWER OF ATTORNEY REVOKES any and all prior Powers of Attorney executed
by me unless I have stated otherwise
below, under 'MODIFICATIONS.*
If you are NOT revoMrsg your prior Powers of Attorney, and If you are
granting the same authorfty in two or more Powers of
Attorney, you must also indicate under IMO0iFICATIONS* whether the agents
given riiese powers are to act ugedter or
separately.
GRMfT OF AUTHORITY:
IDIREC71DNS; To grant your operK some or oA of the outhorfQr below, either
iNfTMi. the tine to the left of eoch ouriiorAy you
grant or £21 write or type the fetters fiv each nuthorhy you grant on dw
Uonfc Ane at and tftfTM1 the Ane 10 the left oFeoch
outhorlly you grant or fpl. tfyou MfTUt (PI AND enter the desired letters
hom W timugh (01 you do not need to fwnw the
other MnesJ
I grant authority to my agents) wRh respect to the following subjects as
defined In sections S-1502A through 5-I502N of the
New York General OMlgatiorts Law:
(A) real estate transactions:
—Ib] chattel and goods transactions;
bond, share, and commodity transactfons
—tb) banking transactions
—1E) business operating transscdORSi
--?b) InsuratKe trartsactions;
(G) estate trartsactiom;
(H) claims and IRIgatim;
—II) personal and family maintettance;
d) benefits from governmental (mgrams or cMI or mflftary service;
health care billing and payment matters; records, repo^ and statements
--tl) retiremertt benefit tractsactions
_(M) tax matters:
(N)all other matters
(0) full and unqualified authority to my agent(s) to delegMe any or afi of
thefbregoing powers to any person
or persons whom my agentls) selecc
^^1EAQI of the matters Identified by the following letters:
0^ need rmfiffTML the other Ahesdyouimdaf Am (PI AND enter the
dKiredlencrshomi'A) through (C9L
EFTA01444767
,.T
A-0
MODIFICATIONS:
Thefellowtng modifications supplement the authority I have granted to my
agentfsh
Grant of Autiiorlty:
1. Latter (Q, 1)004 share, and commodity transactions,' under 'GRANT OF
AUTHORmr shall be supplemented to
Indude the following authority.
(I) openksg and cksltsg broMrage accounts In my name; and
Ql) pttwiding trading Instructions with respect to all assets In the
brokerage accounts and
(Hi) vrithdrawing assets from, or depositing assets Into, brokerage accounts.
1 Letter (D), IsanUng transactions,' under 'GRANT OF AUTHORITY' shaR be
supplemertted to Include the following
authority
0) borrowing money on such terms and with such security as my attomey-ln-
fect may decide In his/her sole discretion
and oecutlng an promissory notes security agreements, mortgages and other
Instruments relating thereto; and
01) accessing safe deposit boxes or other places of safekeeping standing In
my name alone or Jointly with anodwr and
removing the contents and maklrtg additions thereto; and
Oil) openirtg and closing checking, savings money market and certificate of
deposit accounts In my name and
withdrawing fonds from the foregoing or adding funds to the foregoing
a
Revocation:
1. Although this document revoket all powers of anocney I have previously
executed, this document shall not revokeany
powers of attorney previously executed by me for a specific or limited
purpose, unless I have specified otherwite
herein. It shall not revoke any power executed as part of a contract I
signed or for the management of any bank or
securities account. In order to revoke a prior power of attorney for a
specific or limited purpose, I will execute a
revocation specifically referring to the power to be revoked.
2. This power of attorney shall not be revoked by any subsequem power of
attorney I may execute, unless such
subsequent power ^lecifieatiy provides that It revokes this povrcr by
referring to the date of my exeojtlon of this
document
3. Whenever two or more powers of attorney are valid at the same time, the
agents appointed on each shall as
separately, unless specifled dlfforently In the documenu.
Additional Modifications: (OPTIONAL)
In this section, you may make additional provisions, indudlrtg language to
IlmK or supplement authority granted to your
agent.
EFTA01444768
However, you cannot um this MODIFICATIONS section to grant your agent
authority to make major gifts or changes to
Interests In your ptopeny. If you wish to grant your agent such authority,
you MUST complete the Statutory Mt"Jor Gifts Rider.
CAM cHeir
n
K TT.
.MAIOR GIFTS AND OTHER TRANSFERS: STATUTORY MAIORGIFTS RIDER (M>T1ONAL)
In order to authortn your agent to make major gifts and other transfers of
your property, you must IMTIAL the saiement
bekiw AND execute a Statutory Major Gifts fUder at the same time as this
instrument Initiaiksg the stMement below by itself
does r>ot authortae your agent to nuke major gifts attd other transfers. The
preparation of the Statutory Major Gifts Rider
should be supervised by a lawyer.
SMGR) I grant my agent authority to malte major gifts arcl other transfers
of my property, In accordance with the
terns ar>d cortditions of ttie Statutory Major Gifts Rider that supplements
this Power ^ Anomey.
KSIGNATION OF MONFTORIS): (OPTIONAL)
I designate the foilowlng as monitorfs);
(Insert name and address)
(Insert name and address)
Upon the request of the monitorfs), my agent(" must provide the monitor(4
with a copy of the power of attorney and a
record of all transactions done or made on behalf. Third parties holding
records of such transactlorts shall proiAde the
records to the monitorfs) upon request.
COMPENSATION OF AGENT(S):{OPT1ONAL)
Your agerrt is entitled to be reimbursed from your assets for reasonaWe
expenses inojrred on your behalf. If you ALSO wbh your
agentis) ti> be compensated from your assets for servlres rendered on your
behalf, MITUL the statement below. If you wish to
define'reasonable >»mpensatioa* you may do so above, under *MODIRCATK)NS.'
My agentfs) shall be entitled to reasonable compensation for services
rendered
3
ACCEPTANCE BYTHIRD PARTIES:
I agree to Indemnify any third party far arty claims that may arise against
the tNrd party because of teOance on this Power of
Attorney. 1 understand that any termination of this Power of Attorney,
whether the resuK of my revocation of the Power of
ARomey or otherwise. Is not effective as to a third party until the third
EFTA01444769
party has actu" notice or knowledge of the
termination.
TERMINATION:
This Power of Attorney continues until I revoke It or It Is terminated tqr
my death or other everrt described In section S-1511
of the General Obligations Law.
Sectlkv) 5->511 of the Genera/OMgotferts Lav descnbei the manner rMcA >ov
moyrewte your Power of AaoniQi and (he
events which termfnote the Power of Attorney.
SIGNATURE AND ACKNOWLEDGEMENT:
In Witness Whereof I have hereunto signed my ra me on the l"**davof
{YOU SIGN HERE)
t"jgnmureiiffrfaKIpall
I
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OP NEW YORK
)SSJ
COUNTY OF
C"the dayof/^lnthevearJ"AArefOreme.theundersloned.personaHv appeared*Xrf"*M
personally ktwwn to me or proved to me on the basis of satisfactory e"detKe
to be the InsUvIdual whose nami Is subscribed
to the wRhin Irtstrument and acknowledged to me that he/she executed the
same In his/her capadty, arMi that by his/her
slgrtature 6n the Instrument, ^ IndlvIdiiaL or the person upon behalf of
vrhlch the Individual acted, executed the
*
LEILEYKSmFF
NQtvy Publle - State 01 New VMK
NO. ousmsesTOo
QuiMMd In Ntw York County
M"CommjiMgiEi"lrHjyM"
ACKNOWLEDGEMENT OUTSIDE NEW YORK STATE
ki
STATE OF
Ml
COUNTY OF
On the133wof"***flt" the year" before me. the undersigned, persorelly
appeared
.personaly
(mown to me or proved to me on the basis of satisfecmry evidence to be the
Individual whose name Is subscribed to the
within Insuument and acknowledged to me that he/she executed the same In his/-
her capacity, and that by his/her signature
on the Instrument the individual, or the person upon behalf of which the
EFTA01444770
Individual acted, executed the Instrument and that
such mdMc^al made such appearance before the undersigned In
, _ y. {Qaii ')
Individual taking ackn^e^lament)
and office
K6MFF
Notary PubHc • StMi of Now Ybtk
NO. 018flS2SS700
Quantied In Naw Vbrk County
My Commiitlon Eapirai Jul 8.2017
4
WITORTAMT INf ORMATION f OR THE AGENT:
When you acupt the authority granted under thh Power of Attorney, a special
legal relatlonihip Is created between you and
the principal. This relationship Imposes on you legal responsibilities that
continue until you resign or the Power of Attorney
Is terminated or revokerf. You must:
(I) act accordbig to any Instructions from the prindpal, or, where there are
no hstructlons. in the principal's beat
Merest;
<2) avoid conflicts that would Impair your ablRy to act In the prindpaT best
Merest
0) keep the prince's property separate and (Rsdnct from any assets you own
or control, unless otherwise permRMd by
law;
(4)
keeparerardofallreceiptip8yments.andtraRsactionsconduciedfbrthepnndpal:and
(S) disclose your Identny as an agtntwherwver you as for the prindpal by
writing or pilrtting the prindpaTs nameatsd
signirrg your ovm name as 'agent* In cither of the following mantter:
(Prhdpal's Name) by (Your Signature) as
Agent or (Your Signature) as Agent for (Prindpal's Name).
You may not use the prindpaTs assets to benefit yourself or give nujor gifts
to yourself or anyone else unless the prindpal
has specifically granted you that authority In this Power of Attorney or In
a Statutory Major Gifts Rider attached to this Power
of Attorney. If you have that authority, you mutt act according to any
Instructions of the prindpal or, where there are no such
Insirucdons, In the prindpal's best Interest You may resign by gMng written
notice to the principal and to any os-tgent,
successor agent, monttor If one has been named In this docurrtent, or the
prindpaTs guardian If one has been appointed. If
there Is anything about this document or you responslbilttles drat you do
not understand, you should seek legal advice.
Uablllty of Agent; The meanlrrg of the authority given to you is defined In
New York's General Obligations Law, Ardde S, TMe
15. It Is found that you have violated the law or aded outside the authority
granted to you In the Power of Attorney, you
may be labte under the law for your vMatloa
AGENTS SIGNATURE AND ACKNOWLEDGEMENT OF APPOINTMENT;
EFTA01444771
it Is not mqiUred that the ptindpal and the agendi) Sign at same time, nor
that muMpte agants Sign at the same lime.
Vwe, Jeffrey Epstein. 6100 Red Hook Quarter B3. St. Thomas, USVI, 00802
Qnseit namefd and addresses of agent(s))
r)airen lnr^y^g- 2 Kean Cf)urtl I .ivingstnn. NJ 070."9
(Insert name(s) and addresses of agenttsU
have read the foregoing Power of Attorney.
I am/we are the person^ Idendlled therein as agentfs) for the prinefoal
named therein.
Vwc acknowledge my/our legal responsMWles.
Agcnt(s) sign(s) here:
SlgMture:
S^nature:
Namt:
Name: Darren Indvke
ACKNOWLEDGEMENT IN NEW YORK STATE
STATE OF NEW YORK
)s&:
COUNTY OF
On (he Il*£vof Wa<<*Lnthe veiraqi". before me, the undecd^kECLpeisenally
appeared^MIHnXJl >^(j>ersottally
known to me or proved to me on the basis of sattsfoctoiy evidence to be the
IndMduaKs) whose name^ Is (are) subscribed
to the wItNn Instrument and acknowledged to me that he/she/ihey executed die
sarrte In hls/he/ihelrcapacity(les), and
that by M:
thek signaturelsl onlhc Instrument, the IndhriduaHs), or the person upon
behalf of which the indhrldual{s)
*the Instrument / I
exeo
litLEYKSftOFF
Notary PkMc ■ Stale of New
NO. 016R629S700
OuaRfltd in New York County
My Commisslort Expires Jul S 201T
a
m
ACKNOWLEDGEMENT OUTSDE NEW YORK STATE
Nl
STATE OF
)S$J
nM
COUNTY OF
Oft the ckY of . In the year before me. the imderslgned, personally appeared
_, personally known to me or proved to me on the basis of sa0s^ory evidence
to be the
lndMduai($) whose name(s) Is (are] subscribed to dte within Instrument and
EFTA01444772
acknowledged to me drat he/she/they executed
the same In Ms/herAheV capadtydes). and that by hb/herAheir signature(s) on
the instrument the IndvIduaKsX or the
person upon tehalf of which the IndlviduaKs) acted, executed the Instrument
and that such IndlviduaKs) made such
appearancebmretheuftderslgnedln
I
/'C
th^^Mdual taking ackrwii^^^lef^^
pgtjjwr
eaiw office of
K 6ROFF
Notary Public • Stala of New TM
NO. 016R62SS700
Qualltie0 In Haw 'itirli County
My Commission Expires Jut 8, 20U
e
Affidavit that Power of Attorney Is in Full Force
(Sign before a notary public)
bel ng duly swom, deposes antf says.*
1. The Prindpaloftheattactted Power of Attorney, dated
Wh>x<M96iA*H[the*Pcnwwof Attomev*>. ddlnwrMiWL
appoint me as the PrindpaTs true and lawM ATTOANEY(S)-IN4=ACT in saM Power
of Attorney.
2. I do not have any actual knowtedge or actual notice of the termination or
revocation of the Power of Attorney, or
notice of any facts Indlcatbtg that the Power of Attorrwy has been
terminated or revoked.
3. I do not have any actual knowledge or actual notice that the Power of
Attorney has been modified In any waythat
would affea my ability to authorize or engage in the transaction, or
knowledge or notice of any fact indicating that
the Power of Attorney has been so modified.
4. If I was named as the successor agent die prior agent Is no longer aUe or
wilting to serve.
5. ImakethlsafAdavitfOrthepurposeofInducIng
(hiMt Owlidw
to accept delivery of the following litstrument(s), as emeuted by me In my
capacity as the ATTORNOf(SHN'FACT,
with hil knowledge that this affldaWt wUi be relied upon in accepting the
execution and deUvery of the Instrument
(s) and In paying good and valuable consideration Iherefbre.
1 hereby cerdfy under penalty ofoerjuiythattheforegoing Is trueand comet
Bgnature:
SgnHure:
Darren Indvke
Name
Name:
WoetC
STATE Of
EFTA01444773
)SSJ
COUNTY OF
davofY<V*y*cX96
sworn to before me tM;
0
K 6ROFF
IWiry PuHc • State of New YMi
NO. 01fiR62BS700
Quamied in New tbrir Coumy
^Commls^^sjiesJu^^0^
EFTA01444774