Corporate brokerage account terms and conditions for Epstein's bank

EFTA00169629¶

Terms and Conditions Corporate Accounts¶

Deutsche Bank Securities Inc. (referred to herein as “DBSI”) accepts the Account of the client described in the attached certificate (the “Client”). The term DBSI includes its affiliates, officers, directors, agents and employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with DBSI.¶

Deutsche Bank Securities Inc. is a subsidiary of Deutsche Bank AG. As used herein, the term “affiliate of Deutsche Bank” or “Deutsche Bank affiliates” means Deutsche Bank AG and its subsidiaries and affiliates. Each of Deutsche Bank AG and its affiliates is a separately incorporated legal entity, none of which is responsible for the obligations of the others. “Securities and Other Property” shall include, but shall not be limited to, money and securities, financial instruments, commodities of every kind and nature, and all contracts and options relating to any thereof, owned by the Client or in which the Client has an interest. These terms and conditions shall be construed in accordance with the laws of the State of New York and the United States, as amended.¶

By opening the Account, Client agrees to the following terms and conditions:¶

1. Confirmations, and Transmission of Instructions¶

Client agrees to notify DBSI in writing, within ten (10) days of sending Client a confirmation, of any objection Client has to any transaction in its Account. In the absence of such written notification, Client agrees that all transactions for its Account will be final and binding oo it. Client understands that it is responsible for transmission of instructions to DBSI and that Client bears the risk of loss arising from the method of transmission that Client uses in the event of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons or forgery. Client agrees to release and indemnify DBSI from any and all liability arising from the execution of transactions based on such instructions except if DBSI’s gross negligence caused the transmission error.¶

2. Cash Account¶

With respect to the Account: (i) Client will make full cash payment on or before settlement date for each security purchased, unless funds sufficient therefor are already held in the Account; (ii) Client does not contemplate selling any security before it is paid for as provided in the preceding clause; (iii) Client will own each security sold at the time of sale and, unless such security is already held in the account, will promptly deliver such security thereto on or before settlement date; and (iv) Client will promptly make full cash payment of any amount that may become due in order to meet necessary requests for additional deposits or, with respect to any unissued security purchased or sold, to mark to the market.¶

3. Short and Long Orders; Deliveries and Settlements¶

Client agrees that, in giving orders to sell, all “short” sales will be designated by it as “short” and all other sales will be designated by DBSI as “long.” Client also agrees that DBSI may, at its discretion, immediately cover any short sales in the Account, without prior notice. In case of non-delivery of a security, DBSI is authorized to purchase the security to cover Client’s position and charge any loss, commissions and fees to the Account. Client agrees that if DBSI fails to receive payment for securities Client has purchased, DBSI may; without prior demand or notice, sell those securities or other property held by DBSI in the Account and any loss resulting therefrom will be charged to the Account. Client authorizes DBSI, at its discretion, to request and obtain extension(s) of Client’s time to make payment for securities Client purchased, as provided for by Federal Reserve Bank Regulation T.¶

4. Liens¶

Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as “Collistera”) in order to secure any and all indebtedness or any other obligation of Client to DBSI and its Affiliates or Pershing (provided that such indebtedness or obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations are referred to herein as the “Obligatios”). Clients who are joint accountholders (“Joint Accountholders”) acknowledge and agree that pursuant to this lien, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accountholder with DBSI or its Affiliates (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and its Affiliates. DBSI (or Pershing, at DBSI’s instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any or all such Collatorel in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine which Securities and Other Property to apply for the purposes of the foregoing. Notwithstanding the foregoing, nothing herein shall be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c)(1)(B) of the Internal Revenue Code of 1986, as amended, or Section 406(a)(II)(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client’s retirement account(s) maintained by DBSI, which may include IRAs or qualified plans, are not subject to this lien and such Securities and Other Property may only be used to satisfy Client’s indebtedness or other obligations related to Client’s retirement account(s).¶

5. Authority to Borrow¶

In case of the sale of any security or other property by DBSI at Client’s direction and DBSI’s inability to timely deliver the same to the purchaser by reason of Client’s failure to supply DBSI therewith, Client authorizes DBSI to purchase or borrow any security or other property necessary to make the required delivery, and Client agrees to be responsible for any loss or cost, including interest, which DBSI sustains as a result of Client’s failure to make delivery to DBSI.¶

6. Interest Charges¶

Client acknowledges that debit balances in the Account, including, but not limited to, those arising from its failure to make payment by settlement date for securities purchased, will be charged interest at the then current rate, in accordance with DBSI’s usual custom. Interest will be computed on the net daily debit balance, which is computed by combining all debit balances and credit balances in each account with the exception of credit balances associated with short security positions.¶

7. Credit Information and Investigation¶

Client authorizes DBSI to obtain reports concerning its credit standing and business conduct at DBSI’s discretion. Client also authorizes DBSI and any affiliate of Deotashe Bank, including, without limitation, Deutsche Bank AG, to share among such affiliates such information and any other confidential information DBSI and such affiliates may have about Client and the Account.¶

09-PWM-0186 Corp Acct Auth & T&C (02/12) CORP¶

008420-022212¶

CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶

USAO 001993 DB-SDNY-0001033¶

EFTA_00019903¶

EFTA00169630¶

8. Satisfaction of Indebtedness¶

Client agrees to satisfy, upon demand, any indebtedness, including any interest and commission charges. Client further agrees to pay the reasonable costs and expenses of collection of any amount it owes DBSI, including reasonable attorney’s fees and court costs. Client agrees that DBSI and its clearing broker have the right to collect any detrit balance or other obligations owing in Client’s Account, and that such rights may be assigned to each other.¶

9. Loan or Pledge of Securities and Other Property¶

Within the limitations imposed by applicable law, all Securities and Other Property now or hereafter held, carried, or maintained by DBSI in its possession that have not been fully paid for, may be lent, either to DBSI or to others, pledged, and repiedged by DBSI, without notice to Client. Client understands that while securities held for its Account are loaned out, Client will lose voting rights attendant to such securities.¶

10. Aggregation of Orders and Average Prices¶

Client authorizes DBSI, at its discretion, to aggregate orders for the Account with other customer orders. Client recognizes that in so doing, it may receive an average price for its orders that may be different from the price(s) it might have received had its orders not been aggregated. Client understands that this practice may also result in its orders being only partially completed.¶

11. Arbitration¶

This section of the Agreement contains the predispute arbitration agreement between us. By signing this Agreement, we agree as follows:

(4) All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed;¶

(ii) Arbitration awarls are generally final and binding. A party’s ability to have a court reverse or modify an arbitration award is very limited;¶

(iii) The ability of the parties to obtain documents, witness statements and other discovery is generally limited in arbitration rls compared to court proceedings;¶

(iv) The arbitrators do not have to explain the reason(s) for their award, unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first hearing date;¶

(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry;¶

(vi) The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and¶

(vii) The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.¶

Client agrees to arbitrate with DBSI any controversies which may arise, whether or not based on events occurring prior to the date of this agreement, including any controversy arising out of or relating to any account with DBSI, to the construction, performance or breach of any agreement, or any duty arising from any agreement or other relationship with DBSI, or to transactions with or through DBSI, only before the Financial Industry Regulatory Authority, Inc., or any exchange of which DBSI is a member, at Client’s election. Client agrees that Client shall make Client’s election by registered mail to Deutsche Bank Securities Inc., Compliance Department – Attention: Director of Compliance, 60 Wall Street, 23rd Floor, Mail Stop NYC60-2330, New York, NY 10005-2836. If Client’s election is not received by DBSI within ten (10) calendar days of receipt of a written request from DBSI that Client make an election, then DBSI may elect the forum before which the arbitration shall be held.
Neither DBSI nor Client waive any right to seek equitable relief pending arbitration. No person shall bring a petative or certified class action to arbitration, nor seek to enforce any pre-disputes arbitration agreement against any person who has initiated in court a putative class action; er who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until (i) the class certification is thenied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

Important Disclosures for Your Records¶

Deutsche Bank Securities Inc. “DBSI” is furnishing this document to you to alert you te important matters regarding your account.¶

Securities Investor Protection Corporation (“SIPC”)¶

Securities held by our clearing broker, Pershing LLC, for your account are protected up to the total net equity held in the account. Of this total, SIPC provides $500,000 of coverage, including $100,000 for claims for cash awaiting reinvestment. The remaining coverage is provided by Pershing through a commercial insurer. SIPC protection applies when the SIPC member firm through which you hold your investments fails financially and is unable to meet its obligations to securities clients, but SIPC protection does not protect against losses attributable to the rise and fall in the market value of investments. A small number of client accounts are not carried on Pershing’s books due to specific account factors. These accounts are covered under DBSI’s SIPC membership. DBSI does not provide coverage in excess of SIPC coverage. Certain investments, such as commodity futures contracts and currency, are ineligible for SIPC protection. For additional information on SIPC, see www.SIPC.org or call the SIPC public information number, (202) 371-8300.¶

Payment for Order Flow¶

DBAB receives payment when its routes for executipn certain orders in certain securities. The determination as to where to roote orders is based on several factors, consistent with DBSI’s obligation to provide best execution for all client orders. Because several faetors are considered with respect to such determinations, DBSI could potentially secure price improvements on such orders by routing them in a different manner and all such orders potentially could be executed at prices superior to the best bid or best offer. Payment is received by DBSI in the form of rebates, or credits against exchange fees, and specialist fees. Details will be furnished upon written request.¶

09-PWM-0186 Corp Acct Auth & T&C (02/12) CORP 006420-022212¶