EFTA01463443.pdf

EFTA01463443 EFTA01463444 EFTA01463445 EFTA01463446 EFTA01463447 EFTA01463448 EFTA01463449 EFTA01463450 EFTA01463451 EFTA01463452 EFTA01463453 EFTA01463454 P f t V ;h 11 j W (' 11 h M ;m) i uhj (? t n ( m i ( Dcuttyc hu Biink DB InSight Agreement Deutsche Bank Trust Company America 280 Park Avenue New York, NY 10017 Gentlemen: In connection with my request that Deutsche Bank Trust Company Americas make avaiiabie to me the DB InSight service, i confirm that I have read the Standard Terms and Conditions for DB InSight, a copy of which has been furnished to me, and agree to ail of the terms and conditions specified therein, i further agree to abide by any amendments thereto effected hereafter in accordance with Section 1 thereof. This letter constitutes an agreement between Deutsche Bank Trust Company Americas and the undersigned as of the date hereof, which shall be governed by and construed in accordance with the laws of the State of New York. Prior to authorizing any third-party to access my accounts or any of them via the DB InSight service, I agree to execute a further authorization letter in a form furnished to me by Deutsche Bank Trust Company Americas and to be bound by the terms thereof, I ACKNOWLEDGE THAT SECURITIES ARE NOT EDIC-INSURED, ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF DEUTSCHE BANK TRUST COMPANY AMERICAS, OR OTHER MEMBERS OF DEUTSCHE BANK GROUP, OR ANY OTHER BANK, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL INVESTED. Very truly yours, Date: Customer Name: Signature; Title (ifApp): _ Email Address (required): Customer Name: Signature: Title (IfApp.); Email Address (required): [Executed also on behalf of the Associated Account Holders as defined in the Terms and Conditions, if any] Southern Financial LLC My Authorization is for the current and future custody accounts of the following Account Holder(s): Account Number(s): Legal Entity Name: ❑ Additional Authorized Account Holders are listed on "Exhibit A" Agreed to and Accepted by: DEUTSCHE BANK TRUST COMPANY AMERICAS EFTA01463455 By: Title: NAOSODDDni41b4-nDDDTflflEg rev 06/00 EXHIBIT A In connection with authorization provided in the DB InSight Agreement for On - Line Statements, the foiiowing are additionai current and future custody accounts of Account Hoider(s) requested to be avaiiabie through the DB inSight service: Account Numberts): Legal Entity Name: day of , 200 Authorized this Southern Financiai Customer Name: Customer Name: Signature: Title (If AppjL Signature: Title (ifApp): Email Address (hequired); Email Address (required): lExecuied also on behalf of the Associated Account Hoidere^ d^ned in the Terms and Condidons, if any] Deutsche Asset & Wealth Management DBTCA Deposit Account Opening Application I TM Private Wealth Premium" Banking Services ❑ Consumer Debit Card # Private Wealth Premium" Elite Personal Accounts ❑ Checking Acct. # Private Wealth Premium Elite Business Accounts 0 Checking Acct. # [g Elite Checking with Interest Acct. # APY ❑ Elite Money Market Deposit Acct. # APY ❑ Certificate of Deposit Acct. # APY„ Term EFTA01463456 Q Joint Applicant Debit Card # ❑ Elite Checking with Interest Acct. #_ APY [7] Elite Money Market Deposit Acct. # APY ❑ Certificate of Deposit Acct. # APY Term ❑ Business Debit Card # ❑ Deluxe Checkbook Style # ❑ Name Only ❑ Name and Address Q Duplicate Statement Addr ❑ DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term ^ (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) Private Wealth Premium Internet Banking Services [7] DB Private Wealth Online Plus Q Link to Existing Online Relationship ❑ DB AG NY Preferred Certificate of Deposit Acct. # APY Term Promo term (DBTCA deposit account required, along with a DB AG Preferred Terms and Conditions) City Zip Code ❑ Mailing address (if different) Name Addr State City State Zip Code TM ❑ Cash Master Sweep Account Checking Acct. # EFTA01463457 Elite Money Market Deposit Acct. # APY ' Target Amount Trigger Amount^ (User/Co. ID Number) Client Relationship ❑ Individual Account Q Joint Tenants with Right of Survivorship 0 Corporation ❑ Custody under NY UTMA [7] Limited Liability Company Q Foundation ❑ Partnership Q Non-Profit Organization I I Joint Tenants in Common ❑ In Trust For/Payable on Death/As Trustee for ❑ Limited Liability Partnership ❑ Attorney Trust Escrow 0 Trust Q Landlord Master Escrow ❑ Estate 13-AWM-0101 NAOSOD00014164-000098824 013959.032613 Account Title and Joint Application Information Southern Financial LLC Name of Account Title (last name, first name, middle initial) or Business "m0799JL92 Social Security Number or Taxpayer ID Number 6100 Red Hook Quarter B3 Address Joint Applicant (last name, first name, middle initial) Social Security Number orTaxpayer ID Number Address NotaoDlicable 00802 St City, State and Zip Code City, State and Zip Code .340 775 2525 Home Telephone Number Business Telephone Number 25/FEB/2013 Date of Birth Home Telephone Number Business Telephone Number EFTA01463458 Date of Birth Name of Employer Name of Employer Address Address Not ai^licable City, State and Zip Code City, State and Zip Code Notice of Customer Identification Policy Important Information 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 person who establishes an account, investment or other business relationship with a financial institution. This means that we will ask for your name, address, and other information that will allow us to identify you. We may also ask to see identifying documents such as a certificate of formation or good standing (legal entities) or a passport or other photo identification (individuals). 3rd EU Notice Governmental rules have also broadened the scope of the Bank'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. Telephone, Facsimile or Email Instructions By signing below, you agree that from time to time you may give instructions by telephone, facsimile or email regarding the above captioned account(s) (defined 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. Absent the gross negligence or willful misconduct of Deusche Bank Trust Company Americas (DBTCA), you agree to indemnify and hold harmless DBTCA for any claims, losses, expenses, costs or attorneys' fees resulting from DBTCA's acting upon such misunderstood and unauthorized Verbal Instructions. You understand that DBTCA may, but shall not be required to, seek verification of your verbal, facsimile or email instructions by call back. In case of doubt, DBTCA may in its sole discretion refuse to execute your Verbal Instructions or any part thereof, without incurring any EFTA01463459 liability. DBTCA is under no obligation to execute your Verbal Instructions to transfer funds or securities to any account(s) without written instructions bearing your original signature. Joint Account Disclosure You have opened a joint account with DBTCA and acknowledge receipt of the following information: This deposit and any additions to the account shall become the property of each owner as joint tenants, and DBTCA may release the entire account to any owner during the lifetime of all owners. DBTCA may honor checks, orders or withdrawal requests from any owner during the lifetime of all owners. The Bank may be required by service of legal process to remit funds held in the joint account to satisfy a judgment entered against, or other valid debt incurred by, any owner of the account. DBTCA may honor checks, orders or withdrawal requests from the survivor(s) after the death of any owner(s) and may treat the account as the sole property of the survivor(s) after the death of any owner(s). Unless DBTCA receives written notice signed by any owner not to pay or deliver any joint deposit or addition or accrual, DBTCA shall not be liable to any owner for continuing to honor checks, orders or withdrawal requests from any owner. After the receipt of the notice referred to in the previous sentence, DBTCA may require the written authorization of any or all joint owners for any further payments or deliveries. 13-AWM-0I0l 013959.032613 2 ATM/Debit Service You agree that the retention or use of the ATM/Debit card constitutes acceptance of the terms and conditions of the Cardholder Agreement contained in the Terms and Conditions of Deposit Accounts. I Internet Banking Service If you have selected to receive Internet Banking Services, you understand that you will be required to enter into a separate Internet Banking Services Agreement with DBTCA before you can access the Internet Banking Service. Acknowledgement of Receipt of Privacy Notice By signing below, you acknowledge receipt of DBTCA's Privacy Notice included in the Application Package. Non-US Individuals: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations and any other regulatory reporting duties applicable to you in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. Non-US Organizations: Confirmation of Tax and Compliance Responsibilities. You confirm that it is your responsibility to fulfill any tax obligations EFTA01463460 and any other regulatory reporting duties applicable to it in any relevant jurisdictions that may arise in connection with assets, income or transactions in your account(s) and your business relationship with DBTCA. 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), partner(s), etc. to enable him/her/ them to fulfill any respective tax obligations that may arise for him/her/ them in connection with your business relationship with DBTCA. Please complete and attach separate W-8 or W-9 documentation as applicable. Terms and Conditions and Representations By signing below, you acknowledge receipt of the Terms and Conditions for Deposit Accounts attached to this Application and agree to be bound by them. In addition, you agree to notify us immediately of any material change to the information provided by you on this Application. You represent and warrant that all of the information provided by you on this Application is accurate. The Terms and Conditions for Deposit Accounts are subject to change. Acceptance You understand that this application is subject to acceptance by DBTCA. Account Holder's Signature Date Joint Account Holder's Signature Date For Bank Use Only Reviewed by: Name Title Date Accepted by DBTCA: Name Title Date Accepted by DBTCA: Name Title ❑ NOC Date 3 13-AWM-0101 013959.032613 DB InSight Account Set Up Form (Use one form per user) All four sections of this form must be completed before access can be granted to DB InSight. After compieting this form, piease submit along with the other required signed documents to the DB inSight Heip Desk : EFTA01463461 Mail Stop JCY03-0799, Tel: Fax I r 1. Client/User Information: (MANDATORY) Client First and Last Name (as it appears on other iegai documents): Southern Financiai LLC User's First and Last Name (person gaining access to the system) User's Address: (no P.O. Box - InSight kit is sent via FedEx) 6100 Red Flook Quarter B3 00802 St Thomas Not applicable User's Phone Number: (important for FedEx delivery) 340 775 2525 User's E-mail Address: Verification Flint: (Password Reminder) 2, Computer Information: (Optional) Brand and Model of computer (IBM Aptiva, Compaq Presario, Dell Dimension, Apple Powerbook): Brand and Model of processor (Intel Pentium, Motorola G3): Operating System (Windows 3.1,95, 98, NT; Mac OS 7,8): System Memory (RAM) in Megabytes (16MB, 32MB, 64MB): Internet service through (AOL, AT&T, internal network, EAU): Type/Speed of connection (56K, Ethernet, ISDN, DSL, Cable): (minimum 56K required) Microsoft Internet Explorer (version 5.5, SP2) NAOSODDDDimt^-DDDD^fifiEig 3 y Total number of accounts; Account Type Private Banking Contact(s) Account # GCIS # Example: US Custody 123456 00000011222 Jane Smith 4. User Entitlements fTo be completed by Internal Requestor! Performance: YES NO Search Toolkit: YES EFTA01463462 NO Please Complete All Information Below: Submitted by: Title; Service Team: Date: IN WITNESS WHEREOF, the undersigned, by and through its authorized officer, has caused this instrument to be executed on the date listed below. [FOR BUSINESS USERS] Southern Financial LLC Business Name Nama/Title Date Signature DEUTSCHE BANKTRUST COMPANY AMERICAS By Print Name/Title Date [FOR ALL OTHER USERS] Account Name Name/Title Signature Date 13-AWM-0142 010198.040113 21 Barcode_Num Deutsche Asset & Wealth Management DB Private Wealth Online Plus Account Opening Application Client Information Southern Financial LLC Client/Company Name Online Contact Name Southern Financial LLC Title 6100 Red Hook Quarter B3 Address St Thomas Not applicable 00802 Zip Code State City 340 775 2525 Phone Number Email address Accounts and Services (please check services for each account) EFTA01463463 Account Reconciliation (Fess Apply) Balance & Activitiy Reporting Positive Pay (Fees Apply) Wire Transfer Account Number Book Transfer Bill Pay ACH 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 EFTA01463464 The ACH Daily Limit is the daily aggregate dollar amount of ACH transactions (payments and collections) you may send through Private Wealth Online Plus. The Wire Transfer Daily Limit is the daily aggregate dollar amount of wire transfers you may transmit through Private Weaith Oniine Pius, ACH Daily Limit $ Wire Transfer Daily Limit $ Note: By signing below, you acknowledge and agree that Deutsche Bank will make reasonable efforts to adhere to the ACH Daily Limit and Wire Transfer Daiiy Limit set forth herein, but shaii have no obiigation to do so. Further, you acknowledge and agree that, in accordance with the terms of the Internet Banking Services Agreement, Deutsche Bank may place (and adjust) daily dollar limits on the amount that may be transferred at any time, and from time to time, for any reason or for no reason. Wire Transfer Security Code (Optionai) Aipha Numeric Security Code 6-25 characters Security Code If i have seiected to receive internet Banking Services, i understand that I wiii be required to enter a separate internet Banking Services Agreement with Deutsche Bank before i can access the internet Banking Service. For Office Use Only: Primary Officer: Secondary Officer: Account Holder's Signature Date Prepared by: EFTA01463465 Date: Approved by Wealth Advisor: Print Name Note: Access to DB InSight is the recommended portal to DB Private Wealth Online Date: NAOSOD00014164-000098830 13-AWM-0135 009614.032613 Deutsche Bank i'*, 11 !Vlj()dyoiiient m' i"' ; For Bank Use Only Account Number(s): Certificate of Limited Liability Company Resolutions in favor of Deutsche Bank Trust Company Americas The undersigned (the "Undersigned") hereby certifies that: 1. (a) the Undersigned is the duly appointed manager, member or officer duly authorized to (i) certify as to the Limited Liability Company resolutions or consents ("LLC Resolutions") of the member(s) (the "Member(s)") and (ii) to keep the records of Southern Financial LLC (the "Company"), a Limited Liability Company duly formed, in good standing, and existing under the laws of and (b) the following is a true copy of the LLC Resolutions of the Member(s), duly adopted in accordance with applicable law and governing formation documents with respect to the account type(s) indicated below ("Account(s)"): 0 Deposit Account(s) D Investment Advisory Account(s) (please select all that apply): D discretionary 0 non-discretionary "RESOLVED, that it is desirable and in the best interests of the Company, and the Company is authorized, to designate Deutsche Bank Trust Company Americas (the "Bank") as depositary, custodian or investment advisor, as applicable, for such property as designated by the Company from time to time, and to open and maintain Account(s) with the Bank. RESOLVED, that the Company be bound by the terms and conditions set forth in any agreement or contract governing Account(s) (the "Account Agreement(s)") and any other document relating to products or services provided in connection with Account(s), as revised and/or amended from time to time (collectively, the "Agreements"). RESOLVED, that the managers, members, officers, employees and/or agents of the Company (the "Authorized Signer(s)") whose names, titles and signatures appear below, as amended from time to time by the Company, are hereby authorized and directed, EFTA01463466 for and on behalf of the Company, to open, maintain, manage or close Account(s), to execute the Agreements, and to exercise and direct the exercise of all duties, rights and powers, and to take all actions necessary or appropriate in connection with the opening, maintenance, management or closing of Account(s) in the name of the Company, pursuant to the terms and conditions specified in the Agreements, and any applicable laws, rules and regulations. The Bank is authorized to accept instructions from the Authorized Signer(s) in connection with Account(s), including, but not limited to, endorsements and deposits of negotiable instruments, checks or other orders for the payment of money, and instructions to deposit, withdraw, transfer, deliver or assign assets in Account(s), sell any assets in Account(s), including but not limited to assets listed as "held elsewhere," buy any assets for Account(s) and retain the services of an advisor, including the Bank, consultant or broker/dealer to manage all or part of assets in Account(s), all on such terms as the Authorized Signer(s) direct. RESOLVED, that the Bank may conclusively assume that all actions taken and instructions given by each of the Authorized Signer(s) have been properly taken or given pursuant to authority vested in such Authorized Signer(s) and the Company shall indemnify and hold the Bank harmless from all claims, liabilities, losses, costs, expenses (including attorneys' fees) related to or arising from any action or inaction by any such Authorized Signer(s). RESOLVED, that the omission from these LLC Resolutions of any document, arrangement or action to be taken in accordance with the Account(s) or the Agreements shall in no manner derogate from the authority of the Authorized Signer(s) to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate or carry out the transactions contemplated by the foregoing Company Resolutions. ❑ Custody Account(s) RESOLVED, that all actions taken and expenses incurred heretofore by the Authorized Signer(s) in connection with the Account(s) or the Agreements are hereby ratified, approved and confirmed in all respects. RESOLVED, that If indicated below, the Authorized Signer(s) is/are authorized to delegate any and all of the powers enumerated in these LLC Resolutions in connection with the Account(s) to such person(s) as the Authorized Signer(s) may elect. Such delegation shall be made via the execution of the form of Appointment of Agent(s) annexed hereto as Exhibit A." 12-PWM-0180 (03/12) 010760.030612 1 AUTHORIZED SIGNER(S): If any Authorized Signer named below is an entity and not a natural person, please attach an Authorized Signatory list. Jeffrey Epstein Signature Title EFTA01463467 Print Name Authorized (select one): 0 Individually D Jointly with ❑ Other ❑ Check only if the above Authorized Signer is authorized to grant powers enumerated in these LLC Resolutions to agents. Signature Title ❑ Jointly with Print Name Authorized (select one): D Individually ❑ Other D Check only if the above Authorized Signer is authorized to grant powers enumerated in these LLC Resolutions to agents. Title Signature Print Name Authorized (select one): D Individually ❑ Other Q Check only if the above Authorized Signer is authorized to grant powers enumerated in these LLC Resolutions to agents. D Jointly with Title D Jointly with Signature Print Name Authorized (select one): o Individually ❑ Other ❑ Check only if the above Authorized Signer is authorized to grant powers enumerated in these LLC Resolutions to agents. 2. The above LLC Resolutions are in full force and effect and have not been modified or amended since the date shown below. 3. The Bank may rely conclusively on the instructions of the Authorized Signer(s) in every respect unless or until the Bank receives written notification of the revocation and has had reasonable time to act on such notice. 4. No one other than the Company has any interest in Account(s) opened and maintained in the name of the Company. 5. The titles and names of the Authorized Signer(s) appearing above, whose signatures appear above or on any attached signatory list, are true, correct and genuine. The authorities previously granted to any Authorized Signer not named herein are hereby revoked. In witness whereof, on the date shown below, I have subscribed my signature. Signature: Print Name and Title: Date of this Certificate of LLC Resolutions: [Fill in date - this document is not valid if date is left blank] **lf the manager, member or other authorized officer is one of the Authorized Signers named above, this Certificate of LLC Resolutions must be confirmed below by another manager, member or officer of the Company EFTA01463468 who is not designated an Authorized Signer above unless the Authorized Signers are the only members of the Company. Confirmation Signature: Print Name and Title: 12-PWM-0180 (03/12) 010760.030612 2 Signature Card Deutsche Bank Trust Company Americas Account Number Q Individual Q Joint, with Rights of Survivorship ❑ ITF/POD/ATF* Q Joint, Tenants in Common Q Corporate Q Partnership Limited Liability Corporation ❑ Other Southern Financial LLC Account Holder Title Number of Signatures Required: Signature Print Name Signature Print Name Signature Print Name Signature Print Name Approved Power of Attorney Date Specimen Signature Date of Power of Attorney • For ITF/POD/ATF See Supplemental Terms and Conditions NAOSOD0001 4164-0000988^ \'VMII : II .H ' r-i ' 1 1.; rIIt e rI Signature Card Oeutiche BanV Trusi Cannp^ny Am^ric^j Account Number I I Individual Q Joint, With Rights of Survivorship Q Corporate ❑ ITF/POD/ATF* ❑ Partnership Q Joint, Tenants in Common EFTA01463469 Limited Liability Corporation Q Other Southern Financial LlC Account Holder Title Number of Signatures Required: Signature Print Name Signature Print Name Signature Print Name Signature Print Name Approved Povyer of Attorney Date Specimen Signature Date of Power of Attorney * For ITF/POD/ATF See Supplemental Terms and Conditions NAOSOD00014164-0000988^ ;a EFTA01463470