EFTA01255731.pdf

DEUTSCHE BANK Fax 4108955135 Sca 24 2013 09:27a, P001 Deutsche Bank Private Wealth Management Trust Authorization Account Waged by Deutsche Bank Securities Inc. or Affiliate Apoo.untNimte, The Mn Twat Account Number Nitta 24 9 4 3 to consideration of Deutsche Bank Securities Ina (referred to herein as "DBSI") maintaining an account end providing brokerage services for the above-named Trust t-Truse), the undersigned hereby represent and warrant that: 1. The undersigned are all of the Trustees of the above-named Trust created by a trust Instrument dated Patti-0.-- and duly executed pursuant to the laws of the state of kir& tin .4( ithe 'Trust Instrument"). 2. Under the terms of the Trust Insturnent, ANY ONE of the undersigned Trustees is authorized and empowered on behalf of the Twat: IDELETE ANY INAPPLICABLE TRUST POWERS) (a) To open. maintain and close a brokerage account and to employ brokers, custodians and other arida (b) To sell or exchange any of the Trust tomb; 1cl To invest and reinvest Trust assets in reel or personal property, including but not limited to! foreign and domestic corporate obtuse:Ions and securities of every kind, imrestment traStE, pcsiamment obligations and commodities and currencies; and Ia) any derivative Instturnon's of any kind (including, without limitation, options, forwards, and swaps), pertaining to, or providing investment exposure with respect to. any of the foregoing, whether rotating to a specific security, debt Instrument commodity or currency. or mating to a basket or index comprised of, or based on changes in the level of prices, rates or values of, any group or combination thereat fdl To hold securities or other property myriad by the Trust in the Trustee': own name or in the name of Trustee's nominee or custodian; (e) To WorCiSQ all the rights of en absolute owner over securities In the Trust account, including but nix limited to, the power to vote stock, to sell or exercise stock subscription or conversion rights and to transfer title to said Mudded; 01 To borrow money or to make any comma the effect of which is to borrow money and to secure such obligations by mortgages or other liens upon any Trust property; (g) To appoint a third party (inclUditS but not ignited to alany 0851employeers)) to exercise &cram in connection with the purchase and/or sale of securities on behalf of the Trust; and (h) To exercise all duties, rights and P7tVerS, to execute all documents and to take all actions necessary or appropriate to perform the powers enumerated above. 3. LiSTED,BELOWARE'ANTANDAWRESTRI0TIONSUPON'TI1EAE0LFTWAWI TRUSTE-TT° PERFORM-ME' POWERS EAUNIERAT86:Aanyt .. a. . titn9littaikeitstitti Co‘tithe Bank Sacuntior. no, • fklbakkaty of Deutsche Beak AG. conducts invenmerd bedding and wadded advities n tna UMW Swat adVn.1.056 Casa2%sr1IlMr OC6432 Osten SDNY_GM_00064010 CONFIDENTIAL — PURSUANT TO FED. QQINI 6(e) DENTIAL DB-SDNY-0026835 EFTA_001745I6 EFTA01255731  DEUTSCHE BANK Fax 4108955135 Sep 24 2013 09:29an P002 A. The undersigned will provide DBSI with any requested documents relating to the Trust. 5. Tbe undersigned will comply with all restrictions upon their powers as Trustees as stated in the Trust Instrument, including obtaining all required consents or nut-imitations O. The undersigned will notify DBSI promptly in writing of any events or amendments to the Trust Instrumem which alter or in any way affect the accuracy or truth of the representations eat forth in this Authorization. DBSI .may ray upon this Authorization as continuing in full effect unloss and until it receives written notice from the undersigned of any change*. The undersigned jointly and severally agree to Indemnify and hold harmless DBSI. its employees and agents, from and against any and all liabllities, judgments, claims, settlement*, losses, damages, obligations and expenses, including reasonable fees of counsel, arising from or related to any representations in this agreement or any acts or omissions concerning the Trust by any of the Trustees. Very truly yours, -DAt WWI Kr" es-°:;- OAF", iayke 04. 400 P.0o Hfet are, 63 weit- u5„, cagy, *4 /713/, VIi/t5 Signature: Signature: Print Name: Print Name: Address: Address: Date: Date: Oefeeit4-0461 COM 2 (05.11)TRST 00602 OSItitt SDNY_GM_00064011 CONFIDENTIAL — PURSUANT TO FED. CQN Vej DENTIAL DB-SDNY-0026836 EFTA_00174517 EFTA01255732  DEUTSCHE BANK Fax 4108955135 Sep 24 2013 09:28an P003/013 ACCMANCIOFSMCIIISOit TRUSTEE. TRUST WiLEREMOtffrey E. Epstein is Trustee of The He Trust t the "Tinsel. created pursuant to ti'butt apetment dated February 9, 1999 heft= Jeffrey &Epstein, as Grantor,endJeffrey E.Epstein, as Trustee (the "Inns Agmentenn,mkt 311BEREASdany B. Epstein, Trustee of the Trust, putsnant to the provisions or Article FIFTH, Paragraph (a) of the T.nat Agreement; designated Duren Ka It dyke; to act ttS Trestee of the Trost; NOW, =MORE, the undersigned hereby Mapes his 19:9ointrnan as Trustee andegrets to be bound by all the terms tard conditions of the Trust Agreement, effective from end niter the date thereof. Dated as of May 8. 2007 w D.arreet IC tadyke SDNY_GM_00064012 CONFIDENTIAL — PURSUANT TO FED. CQN Fe) DENTIAL OB-SDNY-0026837 EFTA_00174518 EFTA01255733  DEUTSCIE BANK Fax 4108955135 Sep 24 2013 09:29an P004/013 cicliteito ei orfreette 1. The Ant Trost (the "Tract") was created under a trust agreement dated February 9, 1999 between Jetty E Epstein, as Deaner, and Jeffrey E. Epstein, as Trustee (the "Trust Agreente), 2. Pursued to the provisions Artic(e.F1FIN, paragraph (a} ofrho Trust Agreement, the Trustee is authorized to designate one or most additional Trustees of I the Ton& and srhCi6Rigeations shall be la wriOng 3. Jeffrey 2,Epstein, as Thiswe, hereby designates Damn K.led*, to act as Trustee offar Tngt, effective from and after the date hereof: Data as of: May 8, 2097 SDNY_GM_00064013 CONFIDENTIAL — PURSUANT TO FED. CQNVejDENTIAL DB-SDNY-0026838 EFTA_00174519 EFTA01255734  DEUTSOFE BANK Fax 4109955135 Sep 24 2013 09:29ae P005/013 1 !15 G 02 i 9113 The Hare Trust TRUST AQUEI4LNT dated 4.%-"°'"f , 1591, between JEFFREY E. EPSTEIN, is Gunter, and..MWEY E. EPSTEIN, IS Trontet. (ay Tåt Grantorr kitty transfers to the Trustee the property described Agreement. (b) The Trustee shalt retain such property. IN TROST, for the following purposes: (i)Ta Pay any pan or all of the Enoime and such sums from or any part or all of the: principal of the Ttust es the Trustee, to his discretion, from dirt to time demon= for soy reason whatsoever to, for, or onbdtalf of the Gregor. Any income not so paid shall annually he added to the pitocipaL <Ws the death of the Grantor, to dispose of the remaining income and nordtet of the Trust, Sledding sly property received by the Trust as a ettok of the Gonstor's death to dt estate of the Gamin. MK= In exercising soy dionesion de Trustee, may, but shall not be required to, consider and accept as correct any statement which/eta:bees to be reliable made by any person, in:hating a person bleresied im the way in which the discretion is czarist:1 une trustee, ur exerrg any tlifcredonaty autterri4 gives to nun in any provision of this Agree:nosh ;Intl not be required to take into account any other resources of 101117:: 160 SÖNY_GM_00064014 CONFIDENTIAL - PURSUANT TO FED. GQNLI DENTIAL DB-SONY-0026839 EFTA_00I 74520 EFTA01255735  DEUTSCHE MSS Fax 4108955135 Sep 24 2013 09.28an P006/013 irrae or of principal available to the person to whom a distribution is under crn•it'Protion. DIIRD in extension and not in limitation of authority which the Trustee would otherwise have pursuant to law or porsuua to the other provisions of this Agreement, the Grantor directs nun the Trustee have the following discretionary powers: (a) To retain for as long a period of time as he may consider advisable or proper any property of any kind which may at any time be in his hands, (b) To sell ar istiblror prtva:ente or ro exchange any property which may U any time be in his hands, without application to any court, nn any tetras which he nay consider advisable or proper, including terms involving an extension of credit for any period of time and with or •withoui security. . . (c) To tcquite, buy, sell, contract to buy, contract to sell,: sell short; burros margin, exchange, engage in risk arbitrage trarunioris with respect to, as/diode in stocks (common or pre-fated), • bonds, notese:obligatioas (secured. or unsecured), securities of open.end and closed-cnd investment companies and common trust funds, other secutitl (issued or to be itvai), commodities, futures, options, executory contracts for the purchase or ale of securities an: commodities, mortgages, and other property, feel or personal, of any kind, whether similar or dissimilar to that specifically erennerated, and inters in any of the foregoing, without %Sag Wind by any pmvision of law restricting investments by trustees, and without regard to any principles of diversification. (d) To purchase, sell or exercise conversion, nthscription and other rights, and warrants, pads, calls, middles, and other options, to make payments in connection 0at:twit and to sea naked options, whether cilia or puts, and to deal in other financial inStrUintittZ (e) To mate any authorized transaction for cash or on credit or partly for cash steel partly oa credit, with or without security, or partly or wholly with borrowed numb. (f) To borrow money for any purpose and to pledge or mortgage property as security for money borrowed or for other transactions 4010.1 2 SDNY_GM_00064015 CONFIDENTIAL — PURSUANT TO FED. ??IN Vej DENTIAL DB-SDNY-0026840 EFTA2)0174521 EFTA01255736  BANK Fax 4108955135 Sep 2t 2013 09.28an PO07/013 (g) To prticipate in reorganizations. consolidations, mergers, liquidations, or other capital adjustments affecting securities held by bim. (h) To retain auy intertst in. to invest in and to become a member of, any pattnership or joint venture, to comply µ7th all the terms and previtions of every partnership and joint vtande relating to any investment at any time held by him, add to vote. mecum cameras, exercise all rights and take such other =duo with respect to any partnership err joint venture as be, in hi; discretion, teems advisable. • (0 To invest in or otherwise acquire any property, mat or personal, of any kind, without limitation, without being bound by any provision of law restricting investments by trustees, including but not limited to common and preferred stocks, =Anti anti. unsecured obligations, mutual and common funds, other securities, mortgages, and interests and options in any of the foregoing. . (0 . in permit funds to remain intimated; and to. retain for an unlimited period oftine and to acquire and retain property which is not•prothittive of income. • (k) To hold securities ht the cants of nantinees or in such form as to pass by delivery and to remove property to or from any jurisdiction, (I) To employ attorneys, aersountancs, investment advisers, security analysts, brokors, agents, clerics, bookkeepers, stertograptim and awe-A*1i, and to pay the fair and reasonable value of their services, and in connection with this power a Trustee who is in anonry, an atomism or a broker or any firm of attorneys, accountants or brokers of which a Trustee is a pater or employee may be retained on behalf of the Trim hereunder and compensated for services rendered. (en) .To kmd money or other property to any person, corporation, partnership, estate, Trutt or other entity. (n) To distribute income or principal in cash or in kind or partly in each. Such distributions may be made to any trustee, heti-I-misty or remaindering") with property that is like or different from the property used to make any other distribution to any other trustee, beneficiary or mmaimlearnan. (o) To hold all or part of the property held hcreander in common i_nvestments or hmd.s. 3 SDNY_Giiii_00064016 CONFIDENTIAL - PURSUANT TO FED. 1?/1N Vej DENTIAL DB-SDNY-0026841 EFTA J/0174522 EFTA01255737  DEUTSCHE gq11K Fax 4108955135 Sep 2t 2013 09:28an P008/013 (p) To operate, repair, alter and improve any real property which he may hold or in which he may hold an interest or a participation: to erect or demolish buildings Melton; to nets into leases for such real property or any par thereof or any titterer or participation therein for any period of time; to mortgage such real property or tory parr thereof or any interest or participation Ithein for ally period of timo: to grant options with motet to such reel property, mortgages and laxa or any =rest or participation Marin for any period of doe; to perform, modify, waive provisions of, extend, renew, tem:Mune or otherwise act in respect of any such leases, tnortgages or options; to cause such real minty or iny interest or participation therein or any part thereof and himsaf to be insured aping any and all risks; to retain an agent a units for any of the foregoing purposes; and to do or omit to do anything of any kind or slat= with respect to any such real property any part thereof or any Insmatior option with Rnipeci thereto and the tnanagetnent titre& which he may in his discretion coneicier advisable. whaler or not such ace or omission is hereirsbove specifically mentioned, withont being boand by restrictions which might otherwise be applicable and without court approval. (q) To determhx, is case of reasonable dr-ubt on his par. whether any property coming into his hands oonstitutes income of prircipal, and whether any payment or expenditure made by him shall be charged to income DC to principal. (r) To become or continue to be an officer, director or employee of any corporation, stock of which may be owned by the Grantor's estate or the Trust created hereunder S as web officer, director or employee to receive a salary, bows or other c,orupeisuinn in reasanithie amount for services rendered to said corporation. .(a) To delegiut to any one of the Trustees any noudiscretionary power, including butsint (hated to the power, singly or with others, to sign checks, withdrawal slips, instructions for the receipt or delivery of securities or other property, and instructions fur the payment or receipt of money, and the power, singly or with others, to have access to any salt deposit box or other plate where property of the Trust crencd pursuant to this Agreement is deposited. (t) to transfer any property which he may at any time had tinny jurisdiction which he demise advisable. 4 SDNY_GPil_00064017 CONFIDENTIAL - PURSUANT TO FED. QC/N1 DENTIAL D8-SDNY-OO26842 EFTA (x)174523 EFTA01255738  DEUTSCHE BIM( Fax 4108955135 Sep id 2013 02:2hp P009/013 The Trustee shall continue to have ail the powers herein vested in hint unit the final distribution of all property in bis hands. • • lore Grantor. authorizes snit emponen the Than to S&L to continue Or to liquidate, in whole or in part the Trust's interest in any corporation, prrtmership, individual prnprietorship or attar business, subject, however, to the provident of any stockholdenlSreentot or other Agreement with respect to such' blitinr-ss which may he in force. Any such sale may be at a price and on cams or conditions which the Trustee in good faith considers fair and advisable. Any such sale nay be made to any one or more of the Grantor's business associates, any one or mom employees of any business in which the Grantor may be engaged, and any one or more of the Grantor's relatives, even though said business associates, employees and relatives, or any.of test, may bear:vs:ft under this Agreement The Grantor further autluxizes and erApowers the Trustee to acquire and to conduct any business of any kind, or any interest in my well business, in partnership, individual, corporate or other Lorin, and to continue sum business or Interest therein as tong as he may consider it advisable, and to ear into central:, hunt expenditures and do all other acts which he may regard as necessary or proper in connection with the acquisition and conduct of such business or interest therein. Such authority mid power may be exercised no the participation of one or more of the Trustees in such business in sus individual capacity. Tk acquisition and conduct of such twirsz or interest therein shah be at the risk of the Misr acquiring or conducting such business or interest therein, and the Grantor hereby exonerates the Truster from any personal loss or liability which he might otherwise incur by mason of the acquisition or conduct of such trusiriess or niter= therein. The authority granted to the Trustee pursuant to this article shall be in addition to and not in limitation of the powers granted to him elsewhere in this Agreement. me Gamer makes the, following provisions with respect to the Trustee S font.) SDNY_GM_00064018 CONFIDENTIAL — PURSUANT TO FED. setZiN VJDENTIAL DB-SDNY-0026843 EFTA (x]174524 EFTA01255739  DEUTSCIE BANK Fax 4108955135 Sep 24 2013 09:29an P010/013 (a) 7helest oriel* •Trustee is authorized to designate one or more additional or suazettor Treats. Da-WO= slug be in tatting sod may be revoked in writing by the umber them: At thy tint ptiOr to the tIllulifrendou of the igi0n detiilitatd• g0 Elnan, time:no tilts k acting and no acme has beta designated or no =se Who his bait designated h Mishit to att. JEFFREY A. SCHANTZ is appointed as staicelor Trustee. ft) ' My Trustee may Sign by giving notice to take effect on the date speeitied hi said Mice. (d) Animus may resign or qualify only by a written initruzneot nailed or delivered to the Eintathror a Treace then adding. (e) NO Totten at Ray time acting batunder stall be requital to give ray bond, undertaking, or otter security for the faithful performance this duties in any . jurisdiersortorbe liable for the arts or amistrions of wsrother Trustee: additional (f) Any relators herein to the Trustee.shall include sarvivots, suture sal :Mates. i 1.„ The grantor. or say other person, with the coin of the 'home, shall ban the right to' sake additions to the Tata hereunder by will or otherwise by transferring .--_______ to Obt Titer adtrational teal or personal property. WV= The Trance hereby accepts' he That and agree to execute it to the best of his ability. Otani The Grantor retainst tight at aoy toy or tar daring lt lift b revoke, S whole or la pert, this Agreement and the Trust created hereunder awl to receive a Ttie Gran* maw Cot right at any time or titan during his life to ameod this Agreement and the 'ost mond hatanxta. anr.i 6 SDNY_GM_00064019 CONFIDENTIAL — PURSUANT TO FED. Ciabl Vcol DENTIAL DB-SDNY-0026844 EFTA_00174525 EFTA01255740  DEUTS0FE BANK Fax 4108955135 Sep 24 2013 09:29an P011/013 The Grantor may revoke or amend this Agreement and the Trust created berviedrs by a written and actrenviedged instrument. Tim right to revoke or amend the That shall be a ranted rightet the Orator and may riot be exercised on his behalf by any &then. conservator. cominittee or other such Stay. MIS.A,gieetritntutile Thumated bemunder shall become irreV0Cable and unamendabliupon the Grantoes death. REM This Agreement and, the Trutt baeby mated shall be constmed and regulated by the Inv; of the State of New Yak. ifitan This Agreement end the'finst created baton& null be referred to as The'Hoe That. IN WITNESS WSW, the undersigned have =Wed this Agreement as of the day and year that above written. 7 SDNY_GM_00064020 CONFIDENTIAL - PURSUANT TO FED. QQNI DENTIAL Vie) 0B-SDNY-0026845 EFTA_00 174526 EFTA01255741  DEUTSCHE ?RIK Fax 4108955135 Sep 24 2013 09:29an P012/013 1041).A 8 SDNY_GM_00064021 CONFIDENTIAL - PURSUANT TO FED. Clabl DENTIAL Vej DB-SDNY-0026846 EFTA_00 174527 EFTA01255742  DEUTSCHE BANK Fax 4108955135 Sep 24 2013 09:29an P013/013 STATE OF PI ) ss commie of N 1 ) On the I •*of RAD . 1994 Pt gavily case JEFEEEY E. EPSTEIN, to me known and known to me to he the individual descrThed in and veto executed the foregoing imeamment, and duly acknowledged to me that he executed the rune, tffinittlEarit . flawn9484,3t4t44910A14/4 2=Fiii3.1.149 Oppriacies Loki einitat4 M • ! 401173 SDNY_GM_00064022 CONFIDENTIAL - PURSUANT TO FED. CQN Fe)DENTIAL DB-SDNY-0026847 EFTA_00 174528 EFTA01255743