EFTA01282376

Deutsche Bank Private Wealth Management Corporate Account Authorization and Terms and Conditions Officer's Certificate L .14 .0-0. Epstein Virgin Islands Foundation, Inc Account Number • the duly ejected and acting 0tcp . l 1-Erci a 9s (the 'Corporation-rho** certify that: Thildllfrobla raseldfibnewereadereonYunflitirepyllecintiertt Of the Bari al,DiadtoraofthoCorponnion on the 5erniiber . :f SDIYED _tai tiv 040.3600 tthkailadoll (A) Open and meintain one a more brokerage account(sl for and in the name of the Corporation at Deutsche Bank Securities Inc. (referred to herein as "Dasil (including any successor thereof): (BI Deposit, deliver, ensign, withdraw and transfer funds, muniments and securities of any typo; (C) Sell any securities owned by the Corporation: (0) Buy any seances in a cash account and (E) Buy, sell and sell secunees (including mg and cat options) short in a margin account; and (DELETE (E) IF INAPPLICABLE) CFI Execute all documents, and exercise and direct the exercise of all duties, rights, and powers. and take all actions necessary or appropriate to perform the powers enumerated above. FURTHER RESOLVED. Sat the powers, office Cr identity of those authority furnished by the Corporation until written certification of any change in authority shall have been received by 0851. My pact actor. in accordance with this resolution is hereby ratified and confirmed. The powers enumerated above pertain to b eimar,* of any type now or hereafter held by the Corporation in its own right or in any fiduciary capacity. Powers previously certified by the Corporation shall not be affected by the dispatch or receipt of any Other form of notice nor any change in the ()option with the Corporation held by any person so empowered. Any officer of the Corporation is hereby authorized to certify these resolutions to whom it may concern. /4-0*, 044 of the Corporation shell certify in writing any changes in the autheffized to perform the powers enumerated above. DBSI may rely upon any such certificate of (2) Each of the following are authorized to perform the powers enurnerated in the foregoing resolutions and by Signing his or her name in this section 2 agrees on behalf of the Corporation to the Terms and Conditions attached hereto: (List name and corpoiateraition) Position Name Position Name Posit Signature Signature Deutsche Bank Securities Inc a subsidiary of Deutsche Bank AG. coaducts investment banking end securities activities in the Un ed States. IlI 111111111IIII 09.PWrit.0186 Corp Awl Ann h r&C (02/121 CORP 006420-022212 SDNY_GM_00037859 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000683 EFTA_00148468 EFTA01282376 (3) The Cepcvation is duly organized and exisung under' the laws of the Sets W S I / ‘ix -r he the powers to take the actions euthweed by the filteiRkra aktilml heron. (4) No action has been taken to rescind or amend said resolutions. and they are now in full force and effect. (5) No one other than the Corporation shall hive any aMeren in any account opened end maiotaineri in the name of the Corporation. (6) THE TERMS AND CONDITIONS ON THE NEXT TWO PAGES CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of the Corporation the 13) de of iSdi (-Ls/. a:043 SEAL Signature of Cettlyino Omer ke Warne of Cerdfying Officer C- c. Pie star-12- (Jct.— Commits Tee of Certifying Office Pisannote A--second mittens officer must sign if the fast certifying officer is one of the parsons listed in section 2. Signature of Second Unifying Officer Name of Second Certifying Officer Corporate Mkt of Second Certifying Officer IF THE CLIENT IS INCORPORATED OUTSIDE THE UNITED STATES. THE CLIENT MUST COMPLETE AND RETURN A FORM W-8 ALONG WITH THIS OFFICER'S CERTIFICATE. OtArAttAA-0186 Cap Acet Auth & TM 032M) CORD 006420-022212 SDNY_GM_00037860 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000684 EFTA_00 I 48469 EFTA01282377 Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "DBSI- 1 accepts the Account of the client described in the attached certificate (the 'Client'l The term DBSI includes its affiliates, officers, directors, agents end employees. Client understands that Pershing LLC is the carrier of the Account as clearing broker pursuant to a clearing agreement with DRS/. 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 Doetache Bank AG ens its subsidiaries arid atfiliotes. Each of Deutsche Bank AG end its affiliates is a aerate* incorporated legal entity, none of which is responsible for the obligations of the others. 'Securities and Other Property- shell include, but shall not be limited to, money and securities, financial instruMeMS, cornmoddies of every kind and nature, and a% contracts and options relating to any thereof, owned by the Client or in which the Clism has an interest. These terms and conditions snail be construed in accerdence 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 0681 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, Dent agrees that all transactions for its Accc unt win be final solo binding on 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 want of transmission errors, misunderstandings, inpinsonations, transmission by unauthorized persons or forgery. Client agrees to release end indemnify DBSI from any and all liability arising from the execution of transactions based on such instructions except if DBSl a gross negligence caused the transmission error. 2. Cash Account With respect to the Account li) 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, bill 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: end (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 set N -short- sales wit be designated by it as 'short' and dl other sales will be designated by DEIS1 as long." Client also agrees that 0551 fl y, at its dis )(aeon, immediately cover any short sales in the Account, without prior notice. In oats of non- delivery of a security 0051 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 fads to receive payment for securities Client has purchased, DBS1 may, without prior demand or notice, sell those securities or ether pratrany hold by OBSI in the Account and any less resulting therefrom will be charged to the Account. Client authorizes OBSI, at its dscretion, 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. Uens Client hereby grants to DBSI and its Affiliates a security interest in end lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates er Pershing. in which Client hes an interest (held individually, jointly r otherwise) (Collectively all such Bounties ane Other Property are referred to herein as "Colman-I in order to secure any and all indebtedness or any other obligation of Client to 0851 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 'Obligations"). Clients whO ere joint a0Counthratlers (-Joint AcCounthoktersi acknowledge and agree rout 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 0951 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 1)05ra instruction) may. at any time and without prior notice, sell, transfer, release. exchange, settle or otherwise dispose of or deal with any or rill such Collateral in order to satisfy any Obligations. In enforcing this lien, DB51 shall have the discretion to determine which Securities and Other Properly to apply for the purposes of the foregoing. Notwithstanding the foregoing. nothing herein shoe be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 49754c) (1RB) of the Internal Revenue Code of 1986. as amended, or Section 406410(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Clients retirement account(s) maintained by DE151, which may include IRAs or qualified plans, are not subject tb this hen and such Securities and Other Pronely may only be used to minty Client's indebtedness or other obligations related to Client's retirement aOraundel. 5. Authority to Bestow In case of the sale or any security or other property by DBSI at Client's direction and ()BSI's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DBSI therewith. Client authorizes 0851 to purchase or borrow any secunty or other property necessary to make the required delivery, and Client agrees to be responsible for any loss or cost, including interest, which 0851 sustains as a result of Client's failure to make delivery to 0651. 6. Interest Charges Client acknowledges that debit balances in go Account including, bin not limited to; those arising from its failure to make payment by settlement date for securities purchased, will be charged interest at the then currant rate, in acnordance with DEISI'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 at&t balances associated with short security positions. 7. Credit Information and Investigation Client authorizes 0851 to obtain reports concerning its credit standing and business conduct at 0B51's discretion. Client also authorizes 0851 and any affiliate of Deutsche Bank, inducing, without imitation. Deutsche Bank AG, to share among each affiliates trash informal-in and any other confidential information ()Inland such affiliates may have about Client and the Account 09-PWM-0186 Corp Acct Auth & IBC (0V12) CORP 006420-022212 SDNY_GM_00037861 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000685 EFTA_00148470 EFTA01282378 El Satisfaction of Indebtedness Client agrees to Seedy, upon demand, any indebtedness, including any interest and commission charges. Client further agrees to pay the reasonable costs and expenses of co:tendon of any amount it owes DBSI, including reasonable attorneys fees and court costs. Client agrees that DBSI and its cleanng broker nave the right to collect any detht 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. whet or maintained by DBSI in its possession that have not been fully paid for, may be lent. either to DBSI or le others, pecked, and ropledord 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 authonzer DBSI, at its discretion, to aggregate orates for the Account with bother customer orders. Client recognizes that in so doing, it may receive en average price for its orders that may be different from the price(s) It might have received had its orders not boon aggregated. Client understands the this practice may also result in its orders being only partially completed. 11. Arbitration - This section of the Attrainnern onnatint the predropute arbitration agreement tenni:len us. By 'slatting this Agreement, we agree as follows: (I) All perdu n this Agreement es* giving up the light to sue each other In court. Including the tight toe nisi by jury, except as provided by the ruler of the arbitration forum in which a claim is held: Arbitration awards ace generally fins eat binding. A party'. ebilny to have a wen reverse or mortify an arbitration award is very Into& (ill) The ability of the pasties to obtain eocumema witness statemarits and other drecowiry is generally limited in retention as nompewd to counproceedings: lie The arbitrators do not have to explain the reearanIs) for their award, unless. In en eligible cats, a joint mutest for me explainnd decision has been submitted by all parties to the panel at least twenty 120) days prior to the first hearing date: (v) The panel of anteater. wilt typically include a minority of arbitrators who were or ars enlisted wan the securities industry; MI The rules of some arbitration forums may Impose time limits for bringing a claim In arbitration. In some ones. 8 claim that Is inefelble for arbitration may be bon en m court; end MO The rule of the arbitration Conan In which the dam Billed, and any amen:Interns thereto, shall be Incorporated Into thee Agreement - Client agrees to arbitrate with 0051 any controversies which may arise, whether or not based on events occurring prior to the date of this agreementincluding any controversy arising out of or relating to any account with 0981, to the construction, performance or breech 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 Clent's Glendon. Client agrees that Client shall make Client's election by registered mail to Deutsche Bank Securities Inc., Compliance Department - Allentitin: 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 horn DB31 that Client make an election, then DBSI may elect the forum before which the arbitration shall be held. - Neither OBSI nor Card waive any right to seek equitable relief pending arbitratidn. No person shall bring a putative a Certified class action to arbitration, nor seek to entnrce env pre-dispute arbitration agreement *gene any Dimon who it s initiated in court a putative class axiom or who is a member of a putative class who has not opted out of the class with respect to any Miens encompassed by the putative class action until hi the class certification is denied: or (ii) the class is decertified; or Nil the customer IS excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shell 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. "01151" is furnishing this document to you to plan you to important matters regarding your account. Securities Investor Protection Corporation ("WPC) 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 $600,000 of coverage, including S100,000 for claims for cash awaiting reinvestment The remaining coverage is provided by Pershing through a commercial Insurer. SIPC cvntection aocaes when the SIPC member finn through which you hold your 'mesons' ts toils financially and is unable to meet its obligations to securities dientS. bu SIPC protection does not protect against losses attributable to the rise and fee 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'a SIPC membership 0951 does not provide coverage in excess of SIPC coverage. Ccwtain kweements, such as commonly futures contracts and currency, are ineligiole for SIPC protection. For additional information on SIPC, see www.SlPC.org or call the SIPC public information number, 1202)371-8300. Payment for Order Row MAO receives paymeot when its mutes for execution Certain orders in certain SteuntieS. The determination as to where to rook Orders is based on several factors. consistent with DBSI's obligation to provide best execution for all orient orders. Because several factors are considered with respect to such determinations, DEISI could potentially secure price improvements on such Orden 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 writteo request. 094WM-01803 Corp Acts Auth lk ftC 102112) CORP OCI420022212 SDNY_GM_00037862 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0000686 EFTA_00 14847 I EFTA01282379 Terms and Conditions Corporate Accounts Deutsche Bank Securities Inc. (referred to herein as "Dasn accepts the Account of the client described in the attached certificate (the 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 effilistris is a separately incorporated legal entity, none of which is responsible for the obligations of the others. -Securities and Other Property" shad include, but shall not be limited to, money and securities, financial instrucnems, commodities of every kind and nature, and at contracts and options relating to any thereof. owned by the Client or in which the Client has an interest. These terms and conditions shal 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: I. Confirmations, and Transmission of Instructions Client woes to notify DBSI in writing, within ton (10) days of sending Client a confirmation, of any Objection Client has to any transaction it its Account In the absence of such written notification, Client agrees whit all transaorions for its Accoont will be final arid binding on it Client understands that it is responsible for transmission of instructions to DEISI 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 a forgery. Client agrees to release and indemnify DBSI from eny 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: Ii) Client will make full oath payment on or before settlement date for each security purchased, unless funds sufficient thereto, 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; (ii) Client wit own each security sold at the time of solo and, unless such security is already held in the account, wit promptly deliver such security thereto on a before settlement date; and liv) Client will promptly make rur 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 mirk to the market. 3. Short and Long Orders; Deliveries and Settlements Client agrees that, in giving orders to sell, all 'that sales will be designated by it as "shoo' and all other sales will be designated by DBSI es long." Client also agrees that DBSI may, at its diecretion, ithmedleteWcover any short sales in the Account, withoot prick- nate In oath of nom delivery of a security, DBSI is authorized to purchase the security to cover Chem's position and charge any loss, commissions and fees to the Account. Client agrees that if 06SI foils to receive payment for securities Client has purchased. 0951 may. without prior demand or notice sell those securities or other property held by Des! in the Account and any loss resulting therefrom will be charged to the Account Client authorizes DBSI, at its discretion, to request and obtain emensionts) of Client's time to make payment for securities Client purchased, as provided for by Federal Reserve Bank Regulation T. 4. Lions Client hereby grants to DBSI and its Affiliates a security interest in and lion upon all Securities and Other Property in the possession or control of DOR any of its Ahlhates or Pershing, in which Client has an interest (held individually, jointly or othunnrisal (collectively MI such Securities and Other Property are referred to herein as 'Collateral in order to secure any and all indebtedness or any other obligation of Client to D951 and its Affiliates or Pershing (provided that such indebtedness a obligation to Pershing arises in connection with this Agreement) (collectively, all such obligations are re leered to herein es the 'Obligations-I. Clams who are joint aocourdroldors rJoint 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 Dill51 or its Affiliates (whether individually, jointly a otherwisal and that 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 er MI.:runs* dispose of or deal with any or it such Collateral in order to satisfy any Obligations. In enforcing this hen, 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 shag be deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4975(c) (1I(BI of the Internal Revenue Code of t985, as amended, a Section 4060)(1)(11) of the Employee Retirement Income Security Act of 1074. as amended. Securities and Other Property held in Client's retirement eCoOuntiel maintained by DBSI, which may include IRAs or qualified plans, me not sublect 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 sate of any security or other property by DBSI ot Client's direction and 0851's inability to timely deliver the same to the purchaser by reason of Client's failure to supply DBSI therewith, Client authorizes 0651 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 DB51. B. 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 purChesed, well be °herpes interest at the then current rate, in woe/dance with ()BSI's usual custom. Interest will be competed 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 ()BSI to obtain reports concerning its credit standing and business conduct at DBSI's discretion. Client else authorizes (*Stand any affiliate of Deutsche Bank, ineludlear without hmitaben, Deutsche Bank AG. to share among such affiliates such information and any other confidential information D851 and such affiliates may have about Client and the Account. 09-PWM-0186 Coro Ant Auth & T&C (02112) CORP 006420-022212 SDNY_GM_00037863 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000687 EFTA_00148472 EFTA01282380 8. Satisfaction of Indebtedness Client agrees to satisfy. upon demand, any indebtedness. Inducing 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 DilS1 and its clearing broker have the right to collect any debit 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 Properly now or hereafter held, carotid, or maintained by DElS1 in its possession that have not been fully paid for. May be lent, either to DBSI or to others, pledged, and repledged by 04151. without nobs to °eat. 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 Pt.. Client authorizes OBS1, at its discreaoh, to aggregate owlets 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 rot been aggregated. Client understands that this practice may also rogue in its orders being only par daily completed. 11. Arbitration - This section of the Agreement contains the pi edisothe arbitration agroemont between ifs. By &Janina this Agreetnern. we agroe as follows: (I All parried to this Arena/et ere teeing up the nght 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: Arbitratien sweet are geeeralty final and binding. A party's °briny M have n *oust ravine or modify en arbItmean eward Is very limited; gig The ability of the parties to obtain documents. Vatneali artantelel and other discovery is pommel. limrart in adiasetion m compared to court proceedings; (iv) The arbitrate/4 do not have to explain die reason(a) rat their award, unless, in en eligible case. a mint request for non explained decision has been submitted by all parties to the panel at least twenty (20) days prior to the first hearing data; (v) The prima col albesatoni will typically Include a minority of arbitrators who were or are effiliated with the securroes Industry; MI The rules of some arbitration forums may impose time mine for telsearg a claim In arbitration. In some came a claim that is ineligible for arbitratioa may be brought in col at; end Mg The wan of the eibitrebon forum Si which the claim Is filed. and any amendments thereto, shell be incorporated into dtis Agreement_ - Client agrees to arbitrate with DBSI any controversies which may wise, whether or not based on events °Caning prior to the date of this agreamencincluding any controversy arising out of or relating to any account with DB% to the construction, perfornance or breach of any rigniernent, or any duty arising from any agreement et other relationship with DBSI. or to transactions with or through DEISI, only before the Financial Industry Regulatory Authority, Inc.. or any exchange of which DBSI is a member, at Cavil's election. Client agrees that Client shall make Client's election by registered mad 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. N Client's election is not received by 0851 within ten (10) Calendar days of receipt of a written request from ()BSI that Client make an election. then DBSI may elect the forum before which the arbitration shall be held. - Neither 0851 nor Cited waive any right to seek equitable relief petting arbitration. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-disouW arbitration agreement against any penmen who has initiated in court a putative cans action; or who is a member of a putative class who has not opted out of the class with respect to any Sims encompassed by the putative class action until 01 the class certification is denied; or (Ii) the class is decertified, or fin) the cwtomeu is excluded from die elasi 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 "0851" is furnishing this document to you to den ydu to important manors regarding your account. Securities Investor Protection Corporation l"SIPC") Securities held by our clearing broker. Pershing LLC, for your account are protected up to the total not oquity held in the account. Of this total, SIPC provides $600,000 of coverage, including $100,900 fur claims for cash awaiting reinvestment The remaining coverage is provided by Pershing through a commercial insurer. SIPC protection applies when the SIPC member fine through which you held yore 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 investment*. A small number of client accounts are not carried on Pershing's books due to specific account factors. These accounts ere covered under OBSes SIPC membership. 0851 dries not provide coverage in excess of SIPC coverage. Conran investments, suet, 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 Row OBAB receives payment when its maim for execution certain orders in certain securities. The determination as to where to roots orders is based on several factors, consistent with 0651's obligation to provide best execution (or all client orders. Because several factors are Considered with respect to such determinations, D851 could potentialy secure price improvements on such orders by muting them in a differem manner and all such orders potentially could be executed at prices superior to the best bid or best Offer. Payment is received by 0051 In the form of rebates, or credits ageing exchange fees, and specialist fees. Details will be furnished upon written request. 09.Pwrit .0186 Corp Mot /WA 8 T&C t02/12) CORP 006420-022212 SDNY_GM00037864 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000688 EFTA_00148473 EFTA01282381 ARTICLES OF INCORPORATION RECEIVED OF LT. 1.20V, OFFICE • J. EPSTEIN VIRGIN ISLANDS FOUNDATION, /1 13 .!:/ tt tie' CCIIPlit;;TINIS • Wt. the otidersigned natural persons oft& age of twenty-one years dr more. all of whom are bona tide residents of the Virgin Island's of the Uinta Slates, acting as incorporators of a corporatiowto be minted J.Epstent Virgin Islands Foundation. Inc...do adopt the following Articles:of Incorporation for such cerpoistion pursuant to the Nonprofit Corporations Law of the Virgin Islands (Chapter 3. Title 13, Sections 491 et seq. of the Virgin Islands Code). as the.same may be amended front time to tithe. do make and file these Articles of Incorporation 111 writing and do certify: ARTICLE 1::•• The name of the corporation (hereinafter referred to as the "Corporation") is J. EPSTEIN VIRGIN ISLANDS FOUNDATION. INC. pr,;:, 'The principal office of the CorporationadasAginialands is located at 41.42 Kongens Cade, Si Thomas. Virgin. islands. antIthe namesj4MMtliient agent of the Corporation at that address* Paullieffelan• • .34inetalt lit A. TheCorporation is nt itized exclusively for charitable. eductitionaland stientificpurpese. within themeaning of section:361 01016f the Internal Revenue Corker 1986 (or thetorrespooding provision of subsequent tax [awl. Notwalutanding any other provision of these Anklet. the.: Corporation shall not carry on any activities not permitted' to be carried on ti) by a corporation exempt from federal irtcome tax under Section l)1(e)(3)_ or (ill by.a corporation; contributions to which are deductible under Sections 170tegti. 2.D55(a1(2). 21.06ta W2)( A g 25r2tanzi OT 2522tb 421, S. No pan of the net earnings of the Corporation stall inure to the benefit of any individual. The Corporation shall. however. beauthrirized antlempunred to pay reasonable compensation for services rendered and lto makepayments ift futriteM'nee of its purposes. The Corporation may carry ort inoinganda. or otherwise attempt to. iatioeoce. hOt only to the .stein permitted Willa Internal Revenue Code. The Corporation shall not participate in. or intervene in (including the publishing or distributing of statememii. any political campaign on behalf019r in opposition to any candidate for public office. SDNY_GM_00037865 CONFIDENTIAL ii r. I 4. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DEI-SDNY-0000689 EFI'A_00148474 EFTA01282382 Articles of Incorporation Page 2 ARTICLE& The member of the CorpOration shall be Jeffrey E Epstein or such person or entity as he shall designate in writing. ARTICLE V A. The Corporation shall be managed by a. Board of Trustees which may further delegate management responsibilities to the officers of the Corparation. The number of Trustees:constituting the Board of Trustees is three. The number of TrustetaMay be increased or decreased from limit° time by amendment to the By-laws- but in no event-shall the number be less than three. B. The names and addresses of the initial Board:fticitistees amore as follows: . , . • 1.•• Ai Paul Hoffman Jeffrey Epstein csi• 6.100 'Red Hook Quarter. Suite B..3 American Yacht Harbor St. Thotnas. VI 00802 Jeffrey Schantz ' 6100 Red Hook Quarter_ Suite B-3 . American Yacht Harbor St Thomas, VI 00802 try' r C. Trustees shall be elected by the member as Speetried.in the By-Laws. Anv vacancy occurring in the Board of Trustees upon the death. resignation. expiration of Rim of office. or removal of ant Trustee, or as a result of an increase in the number of Trustees. shall be tilled by a majority vote of the remainine members of the Board ottustees then in office under procedures specified i thWB) Laws. D. The names and addresses of the initial Officers of the Corporation are as follows: 'President Jeffrey Epstein 6100 Red Hook Qttaner. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 CONFIDENTIAL SDNY_GM_00037866 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000690 EFTA_00148475 EFTA01282383 Articles of Incorporation Page 2 ARTICLE IV The member of the Corporation shall be Jeffrey E. Epstein or such person or entity as he shall designate in writing. ARTICLE V A. The Corporation shall be managed by a Board of Trustees which may further delegate management responsibilities to the offi cers of th c C orpNtion. The number of Trustees constituting the Board of Trustees is three. The number of Trustees rrihtbe increased or decreased from rime to time by amendment to the By-laws. but in nosevent shall the number be less than three. B. The names and addresses of the initial Board 'eta ;re as follows: Paul Hollinan Jeffrey Epstein Jeffrey Schantz g 6100 Red Hook Quarter. Suite 8-3 Anterican Yacht Harbor t." SSt Thomas. VI 00802 6100 Red Hook Quarter. Suite 8-3 American Yacht Harbor St. Thomas. VI 00302 C. Trustees shall be elected by the member anpecified in the By-Laws. Any vacancy occurring in the Board of TrusteeS upon the death, resienation, expiration of term of orrice, or removal of any trustee. or as a result of an increase in the 'nimbi:ref Tntstees. shall be tilled by a majority late of the remaining members of the Board of Trustees then in alike under procedures specified in the - Laws. D. The names and addresses of the initial .Officers of the Corporation are ns follows: President Jeffrey Epstein 6100 Red Hook Quarter. Suite 6-1 American Yacht Harbor St. Thomas,. VI 00802 CONFIDENTIAL SDNY_GM_00037867 1 1 1 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000691 EFTA_00148476 EFTA01282384 Articles of Incorporation Page 3 Vice President Jeffrey Schantz 6100 Red Hook Quarter. Suite 8.3 American Yacht Harbor St. Thomas. VI 00802 Vice President Paul Hoffman Secretary Jeffrey Schantit)''')4, 6100 Red Hook Quarteriuite Americim Yacbtlikbo a, St, l'hotnas, Ch 60802 v 4- -9 Treasurer Jeffrey 6100 kgHook"Quaner. Suite 8-3 Ametican'tv.ht Harbor StrThaVas. VI 00802 Assistant Stcretary/nau Paul , • Assistant Treasure); aul Hoffman E. The officers of the Corporation shall be elected at an annual meeting of the Board of Trustees on a date to be specified in the By.:Laws. ARTICLE. VI The Corporation is to have perpetual existence. ARTICLE 171( At • - • The-initial By-tawsoltheeorporatiorrshall be adopted by. the 13oad aft ibieentraiiiii alter. amend or. repeal the By-Laws or adopt new By-La;,:s. CONFIDENTIAL SDNY_GM_00037868 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000692 EFTA_00148477 EFTA01282385 Articles of Incorporation Page 4 B. In the event of the dissolution or final liquidation of the Corporation: (I) None of the property of the Corporation nor any proceeds thereof shall be distributed to or divided among any of the Trustees or officers of the Corporation or inure to the benefit of any individual. (2) After ail liabilities and obligations of the Corporation have been paid. satisfied and discharged. or adequate provisions made .therefor..all remaining property and assets of the CorporationshaU be distributed Watt exempt purpose or for public use in accordance with section 501(c)(3) of the InrenterRevenue Code of 1986 (or the corresponding provision of subsequent tax-'law) and the regulations issued thereunder. The names and addresses of the persons who ar'the incorporators of the Corporation are us follows: Barbara Mignon Weatherly Pau: Hoffman Jetfi•ey•Epstein • 6100 Red Hook Qttaner. Suite B-3 American Yncht Harbor St. Thomas. VI 00802 ARTICLE IX The amount of indebtedness to which the Corporation may be subject is unlimited. ARTICLE X • 'The articles of incorporation-may be amended when authorized by a cote of two-thirds of The members comprising the membership of this Corporation. given at a meetine. or by the %Mien consent of all. the members without a mMing• CONFIDENTIAL SON CO M_00037869 11 DB-SDNY-0000693 EFTA_00148478 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) EFTA01282386 Articles of Incorporation Page 5 IN WITNESS WHEREOF we have made, signed and acknowledged these Articles'of Incorporation thisL day of -e , 2000. 'STEIN TERRITORY OF THE VIRGIN ISLANDS ) )Ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this _21 day of by Barbara Mignon Weatherly and.PaulHoffman. STATE OF NEW YORK COUNTY OF 'Neit.i.A..icrk__ Notary Public Sk E Noon PISMO No. tifurmataf: Jain, us. T Ire comMasion expel:slime( )ss: 200; The foregoing incomes acknowledged before me this k2 day of, run e 2000 by Jeffrey Epstein. Notary Public. LAUREN J. NWININIER Notary Publla, Slate of Newyork OialifiectNo. 0 in2/CW60166N New Coerity :Coritiviission Expire! NovYork ember 30, 20 CONFIDENTIAL SDNY_GM_00037870 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000694 EFTA_00I 48479 EFTA01282387 UNANIMOUS CONSENT IN LIEU OF MEETING OF THE BOARD OF TRUSTEES OP THE J. F.PSTEIN VIRIGIN ISLANDS FOUNDATION, INC. (a/k/a ENHANCED EDUCATION) The undersigned, being all of the members of the Board of Trustees of The J. Epstein Virgin Islands Foundation, Inc., a United States Virgin Islands corporation, a/k/a Enhanced Education (the 'Corporation"), in lieu of holding a meeting do hereby adopt the following resolutions and the taking of all action required or permitted thereby: WHEREAS, on February 29, 2012, each of Darren K. Indyke, Cecile de Jongh, and Jeanne Brennan tendered to the Board of Trustees of the Corporation their resigations from all offices herd by them for the Corporation; and WHEREAS, as a raft of the resignations of Mr, Indyke, Ms. de Jongh, and Ms. Brennan, It is.necessary that the members of the Board of Trustees of the Corporation appoint neivofficers of the Corporation; NOW, THEREFORE BE IT RESOLVED, that the following persons be, and each of them hereby is, appointed to hold the office set forth opposite such person's name below, each to serve in such capacity until such time as a successor for has been duly appointed and shall have qualified to serve the Corporation in such capacity: President Jeffrey E. Epstein Vice President Darren K. Indyke Treasurer Erika Keilerhals Secretaiy Erika Kellerh.als and be it 1 CONFIDENTIAL 1 SDNY_GM_00037871 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000695 EPTA_00 148480 EFTA01282388 POWDER RESOLVED, that all persons serving es officers of the Corporadon that were not appointed to serve as officers of the Corporation potation to the immediately preceding resolution, be, and each of them hereby is, removed from office Dated as of: March 1, 2012 \ICtAitti Darren K. indyke Erika Kellerhals CONFIDENTIAL 1 SDNY_GM_00037872 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000696 EFTA_00I 48481 EFTA01282389 FURTHER RESOLVED, that all persons serving as officers of the Corporation that were not appciinted to serve as officers of the Corporation pursuant to the immediately preceding resolution, be; and each of them hereby is, Owned /torn Wiles Dated as of: March 1, 2012 Jeffrey E. Epstein Darrent Itidyhe SDNY_GM_00037873 CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000697 EFTA_00 148482 EFTA01282390 BY-LAWS RECEIVED CE lass V. VFI OF 31.q_ !3, 68' S. EPSTEIN VIRGIN ISLANDS ,FOUNDATIONy(INCe.;:: ,. ,: ARTICLE I OFFICE The principal business office ofJ. EPSTEIN VIRGIN ISLANDS.FOL/NDATION, INC. (the `Corporation"). shall be located at 41-42 Koligeosdcade, St. Thomas, Virgin Islands, The Corporation may establish and maintain other offiaiikthe Virgin. Wends, any of the States or possessions of the United States, and at such other places asmay from timeto time be selected by 1 /1 the Board of Trustees: ARTICI*P44# CORPORATEUAL The corporate seal of the Coteteratida ti tall have inscribed thereon the name of the Corporation', the year gilts incorporaur tind * words "Virgin islands". The Seal shall be in the possession of the Secretary of the Corporation" ',RUMP In KART) OF TRUSTEES •‘ :;# SECTION 1. Number. Classifica4tion and Term of Office The business, affairs, concerns, direction and the property of the Corporation shall be managed and controlled by the Board of Trustees. The number of Trustees shall be three (3), but themumber may be changed from time to time by the amendment of these By-Laws, but in no event shall the number be less than three (3). Trustees may be elected by the written consent of the member. Any vacancy occurring in the 'Board of Trustees upon the death, resignation; expiration of term of office, or removal of any Trustee, or as a result of an increase in the number ofTrustees, shall be filled by the consent of the member or bya.majority vote of the remaining members of the Board of Trustees then in office. CONFIDENTIAL SDNY_GM_00037874 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000698 EFTA_00148483 EFTA01282391 By-Laws Page 2 The first Board of Trustees of the Corporation shall be composed of PaulHoffinam, Jeffrey Epstein and Jeffrey Stbantz, who, subject to Artioleill,Section6, Shall hold office until new trustees ere' lected by the member. SECTION 2. Piece of Meeting. The Tnistesmay hold their meetings in such place orplaces within or without the Virgin Islands :ma majority of the Boma of Trustees may, fromitimelo lime, determine: SECTION 3. Meetings, Meetings of, the Board •Trustectmay be called at any time by the President or the Secretary, or by a majority of theBocrikof Trustees. Trustees shall be notified in writing of the time, place and purpose of all meetings of Oet trd. Any trustee shag however, be deemed to have waived such noticoby his attendanotatianY SECTION 4. Ouorum. A majority of the B fin tees shall constitute roper= for the and if at any- meetings or Trustees there is less than a tiproMM transaction of business, tingifilm present, a .maanry ofthosapresentmay dog from twit to time. SECTION 1", Ivaitneutheling, A .of theBoard of Mists:ire-sett trustee present shall have one vote. Excepts otherwise providetiliy st by the Articles' f Incorporation, or by theseBy-Laws, the action of a majority ofytc I.4 tees at any meeting at which a quorum is present shall be the act of.theBriard.ofT st Ati1/4 tion authorized, in writing„.by. all oldie Trustees entitled to vote thereon and filed with theminutes of the Corporation shall be the act of the Board ofTnistees with the same force and effect a:Mitt/Same had: been passed by unanimous vote al 4 duly called meeting of the. Board, at which a quorum was present. SECTION 6. Emend and Vacancies. Arty Trnitees may be removed by,a majority vote-of the Board of Ttustets or by the written consent of the member, and vacaneies in the Board' of Trustees shall bullied by the member or by the remaining members of the Board and each person goelected shall be a Trustee until his successor is elated. I SECTION 7. gomgenat km. No Trustee shall receive any salary or compensation for his seiviceSS a trustee, unless otherwise especially ordered by the Board ofTrustees or tbeiteBy-laws. CONFIDENTIAL SONY GM_00037875 I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P 6(e) DB-SDNY-0000699 EFTA_00148484 EFTA01282392 Bylaws Page 3 ARTICLE IV °FEW= $,BOT/ON I. Election. The Board Of Trusters shall' elect a President, a Secretory and a Treasurer and may select one (1). or more Vice-Pitsidcrits, Assistant Secretaries or Assistant Treasurers, who shall be elected by the Board of Trustees at their regular annual •meeting held annually on a date from time Win* specifredhy the Board. Tlieterm of office shall be for one (I) year and until their successors are chosen. No one of such officers, except the. President, need be a Trustee, but a Vice.President who is not aTrUstee, canriot succeed ei or fill the office of President. Any two (2) of the above-named offices, except those of President and Secretary, may beheld bythe some person, butno officer shallexecute, acknowledge %verify any instrument in more than ono (l) .capacity: The Board of Traerees May turthe sahniesrof the officers of the Corporation. ' # SECTION 2. The Board. f Trustees may elariarg3 suck other officers and agents as they may deem necessary for the transaction of thd.busicipas °kik Corporation. All officers and agents Shall respectively have such authority' nd perfoini ch duties in the management of the property and affairs of the Corporation as may he desjgnatiat bylbe Board of Trustees. Any officer or agent may be removed, or arti.vicanCies ft* * the Strd•of Trustees whenever, in their judgment, the business iniereits..of the Corporation strived thereby. SECTION 3. The.Board.of Trustees may secure the fidelity of any or all. such officers by bond or otherwise. ARTICLE V D1 ITES Or OFFICERS SECTION 1. President. The President shall be the chief executive. officer afthe Corporation, and. in the recess of the Board of Trustees shall have the general control and. management of its business and offairsXubject, however, to thy right ofthe Briard ofltustees to delegate any specific power, except such as may be ,by statute eitelusively conferred upon the President. to any other officer or officers •of the Corporation. He shall preside or all meetings of the Trustees and all meetings of the member, unless otherwise determined ',lithe member. SECTION 2. Vice-President, In case the office of President shall beeome vacant by death, resignation or otherwise, or in case of the.absence of the President or. his inability to discharge the duties of his office, such duties shall, for the time being, devolve upon the Vice-President, who shall CONFIDENTIAL . SDNY_GM_00037876 1 L I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000700 EFIA_00148485 EFTA01282393 • EY!Laws !VA' do andperforin such other acts as the Board of Trustees may, from unitsunitsto thee,.authonze him to do, but a Vice-President who isnot a Trustee cannot succeed to or fill the office of President. SECTIONS.. Treasurer. The Treasurer shall havesustody and keep account of all Tinley, funds andproperty of the Corporation, unless otherwise detennined brtheBoard Of Trtistees, and he shall rerldersu.ch accounts and present such statement the Board of Trusteis:and President as maybe requited of him: He shall depotit all funds of the Corporation which may come;inte his Winds in such bank or banks as libelland ofTrustces may deaignate. Fleshell keep the bank accounts in the name of the CorporatiOnand.ihall eshibit his books and accounts, at all reasonable times, to any trustee of the Corporation upon application.at die 0iiiii1/2,Orthe Corpoimion during buisiness hours. He shall pay out money at the businestaunirequire upon the orderof the properly constituted officer, or officers of the C0rporation, taking proper vot theyfoitptcrvidecirtoweVer, that the Board. of Trustees shall, have power by restiltitiOn to del to "+`y 4 Ithe4lunes of the Treasurer to other . .officers, and to *provide by what officers, if.amy; tes, checks, vouchers, orders or other instruments shall be countersigned. He shall iterfp t tsmcaddition, auch other duties as may be delegated to film by .the Board of Trustees. 4? • I SECTION 4. Secretary. The Secret . Corporation shall keep' he minutes of all the meetings of the member of the Corporation and board of Trustees in books provided hit that purpose; he shall attend to the giving d recetOng of allnotices of the Corporation; he shall sign, *svititthe President or Vice-Presider' the name of the Corporation, alt contracts authorized by the Board of Trintees and wh neeeisary'strallaffix the corporate seal of the CorporatiOn thereto; he shall have charge of such gks *diapers as the Board of Trustees May, direct; all of which shalt at all reasonable times be open the iWarnintnipit of any, Trustee upon application at the office of the Secretary, and in addition; II have such other duties. as may be delegated tb him by the Board of-Trustees. -4;ly ARTICLE VI AMENDMENT The member or the Board of Trustees may alter, amend, add to or. repeal these 'Ey-taws, including the fixing and altering of the number of,menitcrs of the Board of Trustees; provided that the Board of Trustees shall not make or alter any By-Laws fixint their qualifications, classifications or term of office. SDNY_GM_00037877 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DE-SDNY-0000701 EFTA_00148486 EFTA01282394 SDNY_GM_00037878 GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES CHARLOTTE AMALIE. St THOMAS C-574-2000 1. the undersigned. LIEUTENANT GOVERNOR. do hereby certify that J. EPSTEIN VIRGIN ISLANDS -FOUNDATION. INC. of the Virgin Islands filed in my. uffice`on June 15- min as provided for by law. Articles of Ineorporhtion. dilly atitriowledged: VerFIEREF9FA JIM parrs named in the said Articles. and who have signed the sattikiantittiOr successors. are hereby declared to be, from the date 'aforesaid. a ettrporition by the name and for the purposes set forth in said Articles, with thNiligit of succession as therein stated. WItiteaa my hand-and the Seal of the Government . ...., rrob of the Virginisiands of the United States. at Char. lotte Amalie, St. Thomas. this 14th day of .Juty..A.D. Lieutenant Canino? or the Vote Islands CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000702 EFTA_00148487 EFTA01282395 INTERNAL REVENttE SERVICE P. 0. SOX 2508 CINCINNATI, OR 45201 Date, Natal RE J EPSTEIN VIRGIN ISLANDS FOUNDATION INC 6100 RED HOOK QUARTER STE 8.3 ST THOMAS, VI 00602 DEPARTMENT OP THIVTMASpet: Employer Identification Number: Contact Person: • ASHOK 8 JOSHI Contact Tele hone NUmbers Account ng Period Ending: December 31 Addendum Applies: No Dear Applicant, Eased on information supplied, and assuming }sitar operations will be as stated in your application for recognition' of exemption, we have determined you are exempt from Federal income tax under section*SOlfa) of the Internal Revenue Code as an organisation described 1w:section 501(0(3). P. We have further determined that, as indicated in your application, yen' are a private fotindation within the meent607ofl section 500(a) of the Code. In this letter we are not determining wb$ther yob are an operating foundation ae defined in section 4042(3)(3). If your sources of support, orackw purposes, character, or method of operation change, please let %sande 06 we can consider the effect of: the change on your exempt status and foundation statue. In the case of an amend- ment to your organizational docUMent,0r bylaws, please send us a copy of the amended document or bylaws alse4tybb should. inform us of all changes in your name or address. fr A Ae of ;emery 14:1,84e you are liable for taxes under the Federal Insurance ContributioneAct (social security taxes) On remuneration of $100 or more you pay to each of you.remployees during a calends! year. You are not liable for the tax impoSed under the Federal trtemployment Tax Act (FUTA). However, since you are private foundation, you are subject to excise taxes under Chapter 42 of the Code. You also maybe subject to other Federal excise taxes. If you have any questions about excise, employment, or other Federal taxes, please let us know. Donors may deduct contribution! to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Contribution deductions are allowable to donors only to the extent that their contributions are gifts, with no consideration received. Ticket pus, chases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circum- CONFIDENTIAL Letter 1076 (100/C0) SDNY_GM_00037879 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000703 EFTA_00143488 EFTA01282396 J EPSTEIN:VIRGIN ISLANDS FOUNDATION stances. See Revenue Ruling 67-244, published in Cumulative •Bulletin 1967-2, on page 104, which sets forth guidelinei regarding the deductibilitY, as chari- table contributions, of payments made by taxpayers for admission' to! Or other participation in fundraising activities for charity. You are required to file Form 990-PF, Return of Private Foundation or Section 4947(4)(1) Trust Treated as a Private Foundation. Form 990;-Pli must be filed by the 15th day of the fifth month after the end of your annual account- ing period. A penalty of $20 a day is charged when a return is filed late, Unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5, percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding 01,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty fOr an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This ;Salty may also be charged if a return is not complete, so4glease be sure your return is complete before you file it. You are not required to file Federal Ancom4i4;as returns unleselyou are subject to the tax on unrelated business dricome,under section 511 of the Code. If you are subject to this tax, you mustkMlo an income tax return on Form 990-T, Exempt Organization Business Income Zaxlaeturn. In this letter we are not determining whether any of yopr.;present or proposed activities are unrelated trade or business as defined itimaction 513 of the Code. You are required to make certain returns available for public inspection for three years after. the latertbf Che dUe date of the return or the date the return is filed. The returns riquired to be made available for public inspection are Form 990-PP, Return of PriVere gOundatioe or Sectioni4947(a)(1) Nonexempt Charitable Trust Treettsd.te a private Foundation, and Form 4720, Return of Certain Excise rezeirbn Charities and Other Persons UnderHChepters 41 and 42 of the Internal Reirenue Code. YOu are also required to make lavailable for public inspection your‘eromption application, any supporting dOcuments, and your exemption letter. ..44Copiesiof these documents must So provided to any individual upon written or in person request without charge other than reasonable fees for copyinsCand,poetage. You may fulfill this requirement by placing these doeuMents on thFInternet. Penalties may be imposed for lailure to comply with these requirement!. Additional information is available in Publication 557, Tax-Exempt Statue for Your Organization, or you may tall cur toll free number shown above. You need an employer identification number even it you have nolemplayssi. If an employer identification number was not entered on your application, a number will be assigned to you and you will be advised of it. Piceae use that number on all returns you file and in all correspondence with the Internal Revenue Service. This determination is based on evidence that your funds are dedicated to the purposes listed in section 501(c)(3) of the Code. To assure your continued exemption, you should maintain, records to show that funds are expended only for those purposes.. If you distribute funds to other: Letter 1076 (DO/CG) CONFIDENTIAL CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 8(e) SIDNY_GM_00037880 L DB-SDNY-0000704 EFTA_00148489 EFTA01282397 J EPSTEIN VIRGIN ISLANDS FOUNDATION organizations, your recotdo should. show whether they are exempt under section.$0110(3). In cases where the recipient organisation it) not exempt under section 601(0(3), there. should be evidence that the funds will remain dedicated to the.required purposes-and that they will be used for those purposes by the recipient, 'If we have indicated in the heading of this letter that an addendum applies, the Addendum enclosed is an integral part of this letter. BecaUSe this letter could help resolve any questions about your exempt nettle and foundation statue, you should keep it in your permanent records. If you have any questions, please contact,the persoil Whose name and telephone number are shown in the heading of this letter. ginderely yours. • Patina )fie rg Stamm , Miller Otze k; Exempt Organisations CONFIDENTIAL 4 t Letter 1076 (DO/CO) SDNY_GM_00037881 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0000705 EFTA_00 I 48490 EFTA01282398 • 5049 Kongens Cade Charlotte Amato, Vi•oin blonds 00802 Phone • 340.776 8515 Fox • 340.776.4612 DJ/ge :4421 THE 1.1outOSTAIES VIRG44 &ANDS OFFICE OF THE LIEUTENANT GOVERNOR DIVISION OF CORPORATIONS AND TRADEMARKS' APRIL 1,7, 00: CERTIFICATION OF,POW STANDING I 105.1(Ing Sires' Ctifisikmsled. Virgin lAoncls.90620 Phone -.3:19.?74.6,449 Fax -'343.71;ozpo I. This is to certify that the non profit corporation known as J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. filed Articles of Jneottiototion office of tne Lieutenant Governor on JUNE 15, 2000 that a Certificate of Incorporation was issued by the Lieutenant Governor on JULY 14, 2000 authorizing the said corporation to conduct business in the Virgin Worlds and the corporation is considered to be in good standing. Denl ohannes Director, Division of Corporation and Trademarks CONFIDENTIAL SON Y_GPA_00037882 DB-SDNY-0000706 EFTA_00148491 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) EFTA01282399 SDNY_GM_00037883 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0000707 EFTA 0014849? EFTA01282400 SDNY_GM_00037884 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000708 EFTA_00 I 48493 EFTA01282401