EFTA01266204.pdf

THE 1953 TRUST
THIS TRUST AGREEMENT is made as of August 8, 2019 ("Agreement"), by and among JEFFREY
E. EPSTEW, as Grantor (the "Grantor"), and DARREN K. INDYKE and RICHARD D. KAHN, as
Trustees (the "Trustees").
WHEREAS, Grantor, residing at Little St. James Island, St. Thomas, U.S. Virgin Islands established
The Jeffrey E. Epstein 2019 Trust dated January 18, 2019, with Darren K. Indyke, and Richard D.
Kahn, as Trustees; and
WHEREAS, the Grantor retained the power to amend the trust in whole or in part, by a written
instrument executed and acknowledged solely by the Grantor and delivered to no less than one
Trustee of this Trust and exercised such right to amend the trust on February 4, 2019;
NOW THEREFORE, the Grantor has chosen again to exercise the power to amend and restate the
Trust expressly granted to him in Section 1.3 of the Trust to amend and restate the Trust, in its
entirety, as follows;
The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the Trustees the
property described in Schedule A annexed hereto and made a part hereof, to be administered and
disposed of as provided in this Agreement, with any additions, changes, or amendments to this
Agreement.
Further, The Jeffrey E. Epstein 2019 Trust shall henceforth be known as the "The 1953 Trust".
Article I
During My Lifetime
The following provisions shall apply during my lifetime:
Section 1.1. - Disbursement of Income
All of the income derived from the property held in this Trust (the "Trust Estate") shall be paid to me,
or accumulated or paid as I may direct in writing from time to time.
Section 1.2. - Disbursement of Principal
The Trustees may distribute any part or all of the principal of the Trust Estate to me as I may direct in
writing from time to time.
Section 1.3. - Specific Rights Reserved to Me
A. I reserve the right, at any time and from time to time, to amend this Agreement, in
whole or in part, by a written instrument executed and acknowledged solely by me and delivered to no
less than one Trustee of this Trust.
B. I reserve the right, at any time and from time to time, in my sole and unfettered
discretion, to remove any Trustee by delivering to no less than one Trustee of this Trust a written
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instrument executed and acknowledged solely by me.
C. I reserve the tight, at any time, to revoke this Trust in its entirety or, at any time and
from time to time, to revoke any provision hereof by delivering to no less than one Trustee of this
Trust a written instrument executed and acknowledged solely by me.
D. I reserve the right, at any time and from time to time, to withdraw or appoint any part
or all of the principal of the Trust Estate by delivering to no less than one Trustee of this Trust a
written instrument executed and acknowledged solely by me.
E. I reserve the right, at any time and from time to time, to transfer to the Trustees, by
gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as
I may desire. Any such additional property shall be held on the same terms as are then applicable to
the original Trust Estate, except that it may be transferred subject to conditions and provisions of
special application to such additional property.
Article II
After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of My Debts and of Taxes and Expenses
The Trustees shall pay from the principal of the Trust Estate (a) my debts, funeral and burial expenses
and the administration expenses of my probate estate which are not paid by the Executors of my
probate estate, and (b) the federal, state and territorial estate, inheritance, succession, generation
skipping and similar taxes imposed by reason of my death which are the obligations of the Trustees
(including any of such taxes which the Executors of my probate estate direct the Trustees to pay by
written direction delivered to the Trustees). For purposes of this Section 2.1, the principal of the Trust
Estate shall not include (a) any assets which are not included in my Gross Estate or (b) any assets which
arc not subject to, or available to creditors for the payment of, my debts, my funeral and burial
expenses or the administration expenses of my probate estate.
Section 2.2. -Bequests and Devises under My Will and Trust
If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable in cash or in
kind in the discretion of the Executors of my probate estate) provided in my Will, the Trustees shall
pay such unpaid bequests from the principal of the Trust Estate. If my Will provided for a specific
bequest or devise of specified assets and such bequest or devise could not be satisfied from my
probate estate because such assets were held by the Trustees at my death, the Trustees shall distribute
such assets to satisfy such bequest or devise.
To the extent the assets of the Trust are insufficient to satisfy all bequests provided for in this
Agreement, I direct the Trustees to first pay all specific bequests in Article II, Sections 2.3(A)(1), (2),
and (3), of this Agreement To the extent assets are insufficient to pay all of the remaining bequests in
Article II, Section 2.3(A) of this Agreement, then the Trustees shall pay the bequests in the order in
which they are listed in this Trust To the extent the Trust funds are insufficient to satisfy all of the
bequests listed in Article II, Section 2.3(A)(4)-(41), the bequests that cannot be satisfied shall be
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deemed to have lapsed.
Section 2.3. Bequests
A. I make the following general bequests:
1. to KARYNA SHULIAK, if she survives mc, Fifty Million Dollars ($50,000,000). In
addition to said bequest, as soon as practicable after my death, the Trustees are directed to
purchase an annuity for the benefit of KARYNA SHULIAK from a reputable financial
institution in the amount of Fifty Million Dollars ($50,000,000), which annuity shall be payable
monthly for the life of KARYNA SHULIAK. Upon the death of KARYNA SHULIAK, the
Trustees shall distribute the remaining principal balance of said annuity, and any income, pro
rata to the beneficiaries listed in Article II, Section 2.3(A)(4)-(41M in the same percentage that
their initial bequest bears to the total amount of bequests made in Article II, Section 2.3(A)(4)-
(41):
( tz ./
It is my intention to fund a separate trust for KARYNA SHULIAK prior to my death. In the
event that a separate trust is created and funded by me for KARYNA SHULIAK then the
amount bequeathed by this section shall be reduced by the amount of principal conveyed by mc
to the separate trust.
2. to DARREN KEITH INDYKE, if he survives me, Fifty Million Dollars ($50,000,000).
3. to RICHARD DAVID KM-IN, if he survives me, Twenty Five Million Dollars
($25,000,000).
4. to if she survives me, the amount of Ten Million Dollars
($10,000,000).
5. to if she survives me, the amount of Ten Million
Dollars ($10,000,000),. In addition, if she survives me, my Trustees are directed to a an
additional Five Million Dollars ($5,000,000) to be distributed as per
instructions.
6. to if she survives me, the amount of Ten Million Dollars
($10,000,000).
7. to if she survives me, the amount of Five Million Dollars
($5,000,000).
8. to the amount of Ten Million Dollars ($10,000,000).
9. to if she survives me, the amount of Three Million Dollars
($3,000,000).
10. to if she survives me, the amount of Five Million Dollars
($5,000,000).
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11. to LAWRENCE PAUL VISOSKI, JR., if he survives me, Ten Million Dollars
($10,000,000).
12. to BELLA KLEIN, if she survives me, Three Million Dollars ($3,000,000).
13. to LUCIANO A. FONTANILLA, JR., if he survives me, Three Million Dollars
($3,000,000).
14. to MERWIN DELA CRUZ, if he survives me, Three Million Dollars ($3,000,000).
15. to VALDSON VIERA CON1RIN, if he survives mc, Five Million Dollars
($5,000,000).
16. to GHISLAINE MAXWELL, if she survives me, Ten Million Dollars ($10,000,000).
17. to ANN RODRIQUEZ, if she survives me, the amount of Five Million Dollars
($5,000,000),.
18. to SIMONA PETREIKE, if she survives me, Three Million Dollars ($3,000,000).
19. to DAVID ROGERS, if he survives me, Four Million Dollars ($4,000,000).
20. to PETER ST. OMER, if he survives me, One Million Dollars ($1,000,000).
21. to DUPSON DONISSAINT, if he survives me, One Million Dollars ($1,000,000).
22. to PIERRE JULES, if he survives me, One Million Dollars ($1,000,000).
23. to CECILE DE JONGH, if she survives me, One Million Dollars ($1,000,000).
24. to JEANNE BRENNAN WIEBRACHT, if she survives mc, One Million Dollars
($1,000,000).
25. to JERMAINE RUAN, if he survives me, One Million Dollars ($1,000,000).
26. to DAPHNE WALLACE, if she survives me, One Million Dollars ($1,000,000).
27. to ERIKA KELLERHALS, if she survives me, Two Million Dollars ($2,000,000).
28. to KATHY LINDEMAN, if she survives me, Three Million Dollars ($3,000,000).
29. to BRICE GORDON, if he survives me, Two Million Dollars ($2,000,000).
30. to if she survives me, Two Million Dollars ($2,000,000).
31. to , if she survives me, One Million Dollars ($1,000,000).
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32. to EMMA ROED LARSEN, if she survives me, Five Million Dollars ($5,000,000).
33. to EDWARD ROED LARSEN, if he survives me, Five Million Dollars aspoopoq.
34. to MARTIN NOWACK, if he survives me, Five Million Dollars ($5,000,000).
35. to ARLINE M. TOYLO, if she survives me, One Million Dollars ($1,000,000.00).
36. to CARLUZ N. TOYLO, if he survives me, One Million Dollars ($1,000,000.00).
37. to CAROLINE LANG, if she survives me, Five Million Dollars ($5,000,000).
38. to UNA PASCAL, if she survives me, One Million Dollars ($1,000,000).
39. to MARK EPSTEIN, if he survives me, the sum of Ten Million Dollars ($10,000,000),
to be held by him, in trust, for the benefit of his children.
40. to PERRY BARD, if she survives me, the sum of Three Million Dollars ($3,000,000)..
41. to MISHA GRAMANOV, if she survives me, the sum of Three Million Dollars
($3,000,000).
42. to MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH
INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used for
the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KC-AC, LLC in
connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser, and
KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean
Court in Livingston, New Jersey, and terminating said real estate purchase contract. It is my
express desire and intention that, upon my death and the receipt by the Trust of the assets from
my estate, the Trustees shall treat said $3,000,000 as having been distributed by the Trust to
MICHELLE FERN SAIPHER, as the sole member of KCAC, LLC, as then having been
repaid by MICHELLE FERN SAIPHER on behalf of KCAC, LLC to FT Real Estate, Inc. and
as then having been distributed by FT Real Estate, Inc. to the Trust, as the sole shareholder of
FT Real Estate, Inc. It is further my express desire and intention, as the sole shareholder of Fr
Real Estate, Inc., that upon my death and the receipt by the Trust of the assets from my estate,
FT Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract as
contemplated herein; provided, however, that such distribution shall not be made or deemed to
FT
have been made and such termination shall not occur if the transfer of such real property to
Real Estate, Inc. pursuant to such real estate purchase contract has been completed prior to my
death or if prior to my death said real estate purchase contract has been terminated or is
otherwise no longer in effect
43. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns, whether or
not LUCIANO A. FONTANILLA, JR. survives me, all of my interest in the property,
improvements, fixtures, permits and other rights of and pertaining to the real property located
at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My interest
consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo, LLC, a
New York limited liability company which holds legal title to said real property, improvements,
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fixtures, permits and other rights, which Membership Interests arc held in the name of Darren
K. Indyke, as nominee for me, and which I direct the Trustees to transfer to LUCIANO A.
FONTAN1LLA, JR., or his heirs, successors or assigns.
44. whether or not survives me, to or
her heirs, successors or assigns, an amount equal to the total outstanding debt, including,
without limitation, all principal and all accrued and unpaid interest thereon, due from
to FT Real Estate, Inc. to be used sole for the purpose of repaying
said principal and interest in full. It is my express desire and intention that, upon my death and
the receipt by the Trust of the assets from my estate, the Trustees shall treat the full amount of
said outstanding debt, including, without limitation, all principal and accrued and unpaid
interest thereon, as having been distributed by the Trust to , or her
heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding
debt and accrued but unpaid interest, as then having been repaid by
to FT Real Estate, Inc., and then as having been distributed to the Trust as the sole shareholder
of FT Real Estate, Inc.
45. I forgive any loans which I made to the following individuals or entities:
a) LUCIANO A. FONTANILLA, JR.
b)
c)
)
e) LESLEY KATHERINE GROFF
f) KARYNA SHULIAK
1?.)
h)
i)
1)
k)
1)
m) NINA KEITA
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ta) PAUL KRASSNER
o) DAVID MITCHELL
q) MARK LLOYD
r)
s)
t) NLR VENTURES, LI.0
u) SLIC DESIGNS, LLC
v) JSC INTERIORS, LLC
46. Upon my death, the Trustees are directed to distribute to DARREN KEITH
INDYKE, or his heirs, successors or assigns, an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, must, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if
she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability
company, limited partnership, general partnership, trust or other entity beneficially owned by
one or both of them immediately prior to my death, including, but not limited to, Harlequin
Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be
distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole
purpose of being used to repay all such outstanding and due obligations and liabilities. It is my
express desire and intention that, upon my death and the receipt by the Trust of the assets from
my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as
having been distributed by the Trust to DARRF.N KEITH INDYKE, or his heirs, successors
or assigns, and as then having been repaid by DARREN KEITH INDYKE, or his heirs,
successors or assigns, to the Trust in repayment of all such liabilities and obligations due to me,
or any corporation, limited liability company, tmst, or other entity beneficially owned by me
immediately prior to my death, including, but not limited to, Southern Financial, LLC, from
DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then
married to DARREN KEITH INDYKE, and/or any corporation, limited liability company,
limited partnership, general partnership, trust or other entity beneficially owned by one or both
of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, or
its successor entities.
47. Upon my death, the Trustees are directed to distribute to RICHARD DAVID KAHN,
or his heirs, successors or assigns, an amount equal to the sum of all financial obligations and
liabilities then outstanding and due to me, or any corporation, limited liability company, mist, or
other entity beneficially owned by me immediately prior to my death, including, but not limited
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to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from RICHARD
DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD DAVID
KAHN, and/or any corporation, limited liability company, limited partnership, general
partnership, trust or other entity beneficially owned by one or both of them immediately prior
to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited
liability company, or its successor entities. Said funds shall be distributed to RICHARD
DAVID KAHN, or his heirs, successors or assigns, for the sole purpose of being used to repay
all such outstanding and due obligations and liabilities. It is my express desire and intention
that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall
treat the total sum of all such financial obligations and liabilities as having been distributed by
the Trust to RICHARD DAVID KAHN, or his heirs, successors or assigns, and as then having
been repaid by RICHARD DAVID KAHN, or his heirs, successors or assigns, to the Trust in
repayment of all such liabilities and obligations due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, from RICHARD DAVID KAHN, his
spouse, LISA KAHN, if she is then married to RICHARD DAVID KAHN, and/or any
corporation, limited liability company, limited partnership, general partnership, trust or other
entity beneficially owned by one or both of them immediately prior to my death, including, but
not limited to, Coatue Enterprises, LLC, or its successor entities.
48. Upon my death, the Trustees arc directed to distribute to LAWRENCE PAUL
VISOSKI, JR., or his heirs, successors or assigns, an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, II.C, a U.S. Virgin Islands limited liability
company, from LAWRENCE PAUL VISOSKI, JR., his spouse, EILEEN VISOSKI, if she is
then married to LAWRENCE PAUL VISOSKI, JR., and/or both of them jointly, and/or any
corporation, limited liability company, limited partnership, general partnership, trust or other
entity beneficially owned by one or both of them immediately prior to my death. Said funds
shall be distributed to LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns,
for the sole purpose of being used to repay all such outstanding and due obligations and
liabilities. It is my express desire and intention that, upon my death and the receipt by the
Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial
obligations and liabilities as having been distributed by the Trust to LAWRENCE PAUL
VISOSKI, JR., or his heirs, successors or assigns, and as then having been repaid by
LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns, to the Trust in
repayment of all such liabilities and obligations due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, from LAWRENCE P. VISOSKI, JR.,
his spouse, EILEEN VISOSKI, and/or both of them jointly, and/or any corporation, limited
liability company, limited partnership, general partnership, trust or other entity beneficially
owned by one or both of them immediately prior to my death.
49. Upon my death, the Trustees are directed to distribute to each of LESLEY
KATHERINE GROFF, , BELLA ICLEIN, ANN RODRIQUEZ,
DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns,
an amount equal to the sum of all financial obligations and liabilities then outstanding and due
from her or him to me, or any corporation, limited liability company, trust, or other entity
beneficially owned by me immediately prior to my death, including, but not limited to,
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Southern Financial, LLC, a U.S. Virgin Islands limited liability company, and FT Real Estate,
inc., a U.S. Virgin Islands corporation. Said funds shall be distributed to each of LESLEY
KATHERINE GROFF, E, BELLA KLEIN, ANN RODRIQUEZ,
DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or assigns,
for the sole purpose of being used to repay all such outstanding and due obligations and
liabilities. It is my express desire and intention that, upon my death and the receipt by the
Trust of the assets from my estate, the Trustees shall treat the total sum of all such financial
obligations and liabilities as having been distributed by the Trust to each of I Rd'. EY
KATHERINE GROFF, , BELLA KLEIN, ANN RODRIQUEZ,
DAVID ROGERS, and MERWIN DELA CRUZ, or her or his heirs, successors or as
and as then having been repaid by each of LESLEY KATHERINE GROFF,
, BELLA KLEIN, ANN RODRIQUEZ, DAVID ROGERS, and MERWIN
DELA CRUZ, or her or his heirs, successors or assigns, to the Trust in repayment of all such
liabilities and obligations due from her or him to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC and FT Real Estate, Inc.
50. It is my express desire and intention that all amounts due and owing to me by
the persons listed in Article II, Section 2.3(A)(45) of this Agreement shall be cancelled upon
my death. While at the date of execution of this Amendment, the cancellation of said loans will
not result in taxable income to any such persons, in the event any changes are made to the
applicable tax law, the Trustees are directed to take any and all steps necessary to ensure that
the cancellation of such indebtedness does not result in any negative tax consequences to such
persons. In that regard, as necessary, all such amounts due and owing to me by the persons
enumerated in Article II, Section 2.3(A)(45) of this Agreement may be deemed to have been
distributed by the Trust to such persons and repaid by such persons to the Trust. It is also my
express desire and intention that all financial obligations and liabilities enumerated in Article
II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49) of this Agreement shall be deemed
to be terminated upon my death, and that such termination shall not result in taxable income
to any of the Beneficiaries enumerated in such Sections, and the Trustees are directed to take
any and all steps necessary to ensure that the termination of such obligations and liabilities
does not result in any negative tax consequences to such Beneficiaries. In the event that the
termination of any obligation does result in tax consequences to the Beneficiaries enumerated
in Article II, Section 2.3(A)(42), (43), (44), (46), (47), (48), and (49), the Trustees are hereby
directed to distribute an amount necessary to satisfy said tax consequences to each Beneficiary
to the extent necessary.
51. If and at such time or times as the Trustees shall determine in their sok and
absolute discretion that it would be benefit-61 for the protection of the exclusive and
unimpeded right to the use and enjoyment by KARYNA SHULIAK of the outright
distribution which pursuant to the provisions of Section 2.3(A)(1) then notwithstanding the
provision of this Agreement directing the Trustees to make such distribution directly to
KARYNA SHULIAIC, the Trustees shall be authorized to make such distribution in Trust for
the benefit of KARYNA SHULIAIC payable for her lifetime. Upon her death, the remaining
income and principal shall be distributed pro rata to the beneficiaries listed in Article II,
Section 2.3(A)(4)-(41) in an amount equal to the percentage which their individual bequest
bears to the total amount of bequests in Article II, Section 2.3(A)(4)-(41).
52. The Trustees shall retain the sum of Ten Million Dollars ($10,000,000) for as
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long as they shall determine in their discretion is necessary or appropriate to enable them to
defend against and, in their discretion, settle any and all claims made regarding the validity of
this Trust and any of its provisions or any accompanying Will executed by me. The Trustees
shall have complete discretion to determine if, when, for how much and upon what other
terms to settle each and any such claims, and shall have the right to pay each and all such
set-dements out of said Ten Million Dollars ($10,000,000) so retained. If and at such time or
times, if any, as the Trustees shall determine in their discretion that it is no longer necessary or
appropriate to retain all or any portion of said Ten Million Dollars ($10,000,000) so retained,
the amount the Trustees determine no longer necessary or appropriate to be retained shall be
distributed as provided in Section 2.4 of this Article II.
53. The Trustees shall retain the sum of Fifty Million Dollars ($50,000,000) for as
long as they shall determine in their discretion is necessary or appropriate to enable them to
defend against and, in their discretion, settle any and all claims to any and all assets of my
estate asserted by any persons against my estate, the Trustees or this Trust. The Trustees shall
have complete discretion to determine if; when, for how much and upon what other terms to
settle each and any such claims, and shall have the right to pay each and all such settlements
out of said Fifty Million Dollars ($50,000,000) so retained. If and at such time or times, if any,
as the Trustees shall determine in their discretion that it is no longer necessary or appropriate
to retain all or any portion of said Fifty Million Dollars ($50,000,000) so retained, the amount
the Trustees determine no longer necessary or appropriate to be retained shall be distributed as
provided in Section 2.4 of this Article H.
(B) I make the following specific bequests:
1. I give to KARYNA SHULIAK, if she survives me, the following:
(a) all of my interest in the property, leases, tights, permits, improvements and fixtures
comprising and pertaining to Zorro Ranch, located at 49 Zorro Ranch Road,
Stanley, New Mexico. My interest consists of 10,000 shares of common stock of
Cypress, Inc., a United States Virgin Islands corporation, which holds legal tide to
the same. Such interest is hereinafter referred to as the "New Mexico Property".
In addition, I give to KARYNA SHULIAK, if she survives me, all Household
Goods (as defined in Section 2.3(B)(4) of this Article II) associated with the use,
recreational use, maintenance or repair of the New Mexico Property.
(b) all of my interest in the property, rights, permits, improvements and fixtures
comprising and pertaining to the island known as Little St. James, located in the
U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of
Nautilus, Inc., a United States Virgin Islands corporation, which holds legal tide to
the same. Such interest is hereinafter referred to as the "LSJ Property". In addition,
I give to KARYNA SHULIAK, if she survives me, all Household Goods associated
with the use, recreational use, maintenance or repair of the LSJ Property.
(c) all of my interest in the property, rights, permits, improvements and fixtures
comprising and pertaining to the island known as Great St. James, located in the
U.S. Virgin Islands. My interest consists of 10,000 shares of common stock of
10
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Poplar, Inc. a United States Virgin Islands corporation, which holds all of the
membership interests of Great St. Jim, LLC, a United States Virgin Islands limited
liability company, which holds legal title to said property, rights, permits,
improvements and fixtures comprising and pertaining to the said island known as
Great St James. Such interest is hereinafter referred to as the "GSJ Property". In
addition, I give to KARYNA SHULIAK, if she survives me, all Household Goods
associated with the use, recreational use, maintenance or repair of the GSJ Property.
(d) all of my interest in all apartments, improvements, fixtures, permits and other rights
of and pertaining to the premises located in the building known and referred to as
22 Avenue Foch, 75016, Paris, France. The interest consists of units 47 with
mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the 5th floor and units 5
and 22 (cellars) in the basement The units are currently all owned by SCI JEP, a
French company of which I own 999 of the 1,000 outstanding shares. Such interest
is hereinafter referred to as the "Paris Property". In addition, I give to KARYNA
SHULIAK, if she survives me, all Household Goods associated with the use,
recreational use, maintenance or repair of the Paris Property.
(e) all of my interest in the property, improvements, fixtures, permits and other rights
of and pertaining to the real property located at, and known and referred to as, 358
El Brillo Way, Palm Beach, Florida. My interest consists of 10,000 shares of
common stock of Laurel, Inc., a United States Virgin Islands corporation, which
holds legal title to the same. Such interest is hereinafter referred to as the "Florida
Property". In addition, I give to KARYNA SHULIAK, if she survives me, all
Household Goods associated with the use, recreational use, maintenance or repair
of the Florida Property.
(f) all of my interest in the property, improvements, fixtures, permits and other rights
of and pertaining to the real property located at, and known and referred to as, 9
East 71' Street, New York, New York. My interest consists of 10,000 shares of
common stock of Maple, Inc., a United States Virgin Islands corporation, which
holds legal title to the same. Such interest is hereinafter referred to as the "New
York Property". In addition, I give to KARYNA SHULIAK, if she survives me, all
Household Goods associated with the use, recreational use, maintenance or repair
of the New York Property.
2. I give to KARYNA SHULIAK, if she survives me, in a separate trust, the provisions of
which are set forth in Article III, Section 3.1 of this Agreement, the sum of Five Million
Dollars ($5,000,000) for each property that KARYNA SHULIAK takes tide to, to pay for the
operating expenses of the properties. Operating expenses shall include, but not be limited to,
property insurance, real estate taxes, utilities, general maintenance and repairs and common
charges.
3. If KARYNA SHULIAK does not survive me, or if KARYNA SHULIAK advises at least
one of the Trustees in writing that she has renounces her right to take or otherwise disclaims
her interest in any of the properties listed in Section 2.3(B)(1) then those properties that a re
renounced or disclaimed by KARYNA SHULIAK shall pass to , if
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she survives me. In addition, in the event that property passes from KARYNA SHULIAK to
pursuant to the terms of this Agreement, I also give to
, in a separate trust, the provisions of which are set forth in Article III,
Section 3.1 of this Agreement, the sum of Five Million Dollars ($5,000,000) for each property
that she takes title to, to pay for the operating expenses of the properties. Operating expenses
shall include, but not be limited to, property insurance, real estate taxes, utilities, general
maintenance and repairs and common charges.
3. In the event renounces her right or refuses to take any of the
properties listed in Section 2.3(B)(1) or otherwise disclaims her interest, the properties shall be
disposed of in accordance with the provisions of Article II, Section 2.6 and all proceeds shall be
distributed to KARYNA SHULIAK. In the event KARYNA SWAIM( declines the proceeds
of the sales, or has predeceased then the Trustees are directed to
distribute the sales proceeds pro rata to the Beneficiaries listed in Article U, Section 2.3(A)(4)-
(41) in the same percentage that their initial bequest bears to the total amount of bequests made
in Article II, Section 2.3(A)(4)-(41).
4. For purposes of this Agreement, "Household Goods associated with the use, recreational
use, maintenance or repair" of any of the New Mexico Property, the Florida Property, the GSJ
Property, the LSJ Property, the Paris Property or the New York Property shall mean all tangible
personal property which in the discretion of the Trustees is determined to be necessary or
appropriate in connection with the use, recreational use, maintenance or repair of the New
Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris Property
or the New York Property, as the case may be, including without limitation, household
appliances, household furniture, household furnishings, window treatments, linens, carpets,
household electronic equipment, recreational equipment, dishes, utensils, cutlery, cooking
equipment, cleaning equipment, tools and other items, materials and equipment associated with
such use, recreational use, maintenance or repair, and also including any and all livestock, and
materials, tools, equipment and vehicles associated with such livestock, and any and all
mechanical equipment, construction equipment, vehicles and watercraft determined by the
Trustees in their discretion to be necessary or appropriate for such use, recreational use,
maintenance or repair. Notwithstanding the foregoing, Household Goods shall not include any
of items of tangible personal property which the Trustees in their discretion determine to be my
personal possessions, even if located at any of the New Mexico Property, the Florida Property,
the GSJ Property, the LSJ Property, the Paris Property or the New York Property, including
without limitation, clothing, jewelry, watches, gemstones, artwork, sculpture, antiques, coins,
currency, or other items of personal property determined by the Trustees in their discretion to
be personal effects of mine ("Personal Possessions"). For the sake of further clarification, no
assets constituting securities, accounts, equity investments, debt investments, financial
instruments, or other financial assets or investment assets of any kind shall be included in the
definitions of Household Goods or Personal Possessions under this Agreement. In addition,
the Trustees shall have the sole discretion to determine whether or not an item of tangible
personal property shall be deemeds_be within the definition of Household Goods or Personal
Possessions under this Agreement'.' t u°9- agiueur c ic"4071vOtt igut 456ametr=r ir
ceNciaisaiosi onseeethise. N-me wee- matuzseca-tst4or ...ettaw.ann",
5C I give to KARYNA SHULIAK, my diamond ring, set with a rectangular-cut diamond, a
weighing approximately 32.73 carats, flanked by baguette-cut diamonds mounted in platinum,
-1 4Z-2
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which rectangular-cut diamond is described in GIA Certificate Number 11197600 dated July
12, 2000, which accompanies the said diamond ring, as D Color and VSI clarity. If KARYNA
SHULIAK does not survive me, the diamond ring shall be sold and the proceeds distributed
asprovided in Section 2.4 of this Article 11.4;1-'ir9c64e.O,,.1,,2,, a im .4 i l a ea tr g ico u r e te ', w ° ) F 4 i I t A ts .. -m 'v u ie s tr e r a jos
BED eaCig CeetteMPLAVON OF daeratee, -pc et.ta.tr Monesize is got
flaw
It. I give io KARYNA SHULIAK all of my loose diamonds, including but not limited to,
48 separate loose diamonds, identified by accompanying GIA Certificate Numbers 11143371,
12813480, 12811989, 12813533, 12813246, 12813303, 11143338, 12813451, 12811971,
11143872, 12813183, 11143179, 12813216, 12813010, 12813292, 12813247, 11382484,
12813201, 12813180, 11383591, 12811956, 12813254, 11143341, 11143180, 11143350,
11383569, 11383584, 12263407, 10421632, 10768120, 12813255, 10177902, 12378695,
13100048, 13096420, 11383481, 12811577, 10429438, 12811796, 11383663, 11137800,
12263667, 12811562, 11137812, 12811824, 12811822, 11383651, 12811792. If KARYNA
SHULIAK does not survive me, the loose diamonds shall be sold and the proceeds distributed
as provided in Section 2.4 of this Article II.
7. All of my remaining Personal Possessions, which for the sake of clarity excludes
all Household Goods associated with the use, recreational use, maintenance or repair of any of
the New Mexico Property, the Florida Property, the GSJ Property, the LSJ Property, the Paris
Property or the New York Property, shall be sold by the Trustees, whether at auction or
otherwise and the proceeds shall be added to the residuary of the Trust and disposed of as
provided in Section 2.4 of this Article II.
Section 2.4. Residuary of Trust Estate
The residuary of the Trust Estate, after the distributions provided in Article II, Sections 2.1, 2.2 and
2.3 of this Agreement, shall be distributed to those persons named in Article II, Section 2.3(A)(4)-(41)
pro rata in an amount equal to the percentage their individual bequest bears to the total amount of
bequests in Article II, Section 2.3(A)(4) — (41).
Section 2.5. — Condition Applicable to Certain Bequests
A. Except as expressly provided herein, no bequest to any Beneficiary of this
Agreement who, during my lifetime, was employed by or provided services to me or any entity that
was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or any entity
owned by Darren K. Indyke, shall be distributed to said Beneficiary prior to the expiration of two
years following the date of my death. Any Beneficiary of this Agreement who, during my lifetime, was
employed by or provided services to me or any entity that was owned directly or indirectly by me
during my lifetime or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, and who,
after my death, shall voluntarily discontinue, or as a result of said Beneficiary's misconduct, cause to
be terminated, said Beneficiary's employment with or provision of services to my estate or any entity
or parcel of real property directly or indirectly owned by me during my lifetime or HBRK Associates,
Inc. or any entity owned by Darren K Indyke, prior to the expiration of two years following the date
of my death, shall be ineligible to receive any bequest hereunder; provided, however, that in the event
that prior to the expiration of two years following the date of my death, there is a cessation in the
specific operations of my estate or said real property or entity or HBRK Associates, Inc. or any entity
owned by Darren K. Indyke, in respect of which said Beneficiary is employed or provides services,
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and prior to that cessation, said Beneficiary had not voluntarily discontinued, or as a result of said
Beneficiary's misconduct, caused to be terminated, said Beneficiary's employment with or provision of
services to my estate or said real property or entity or HBRK Associates, Inc. or any entity owned by
Darren K. Indyke, then the Trustees shall distribute the bequest hereunder to said Beneficiary within
sixty days following the date of such cessation or as soon as is reasonably practicable thereafter.
B. In order to provide for the continued and uninterrupted maintenance and
operation of the assets in my Trust Estate following my death, the Trustees shall ensure that all
persons who were employed by, or provided services to, me or any entity directly or indirectly owned
by me or HBRK Associates, Inc. or any entity owned by Darren K. Indyke, shall continue to be so
employed or to so provide such services for a period of two (2) years following the date of my death;
provided, however, that the Trustees shall have the right terminate the employment or the
engagement of any such employees or service providers if and at such times as the Trustees determine
in their discretion that there is cause for such termination. For purposes of this Section 2.5 of this
Article II, cause for such termination shall include, without limitation, physical or mental incapacity,
intentional misconduct, insubordination, breach of duty, disloyalty, dishonesty, fraud, embezzlement,
theft, abusive or inappropriate workplace behavior, substance abuse, criminal misconduct (whether or
not pertaining to the assets in the Trust Estate), decrease or cessation of the need for employment or
services, or any other circumstances causing the Trustees to determine in their discretion that there is
cause for such termination. The obligation of the Trustees to ensure such continued employment or
provision of services shall include, without limitation, payment out of the assets of the Trust Estate
for the costs and expenses of all items of compensation, remuneration and benefits as shall then be in
effect at the then current rates and in the then current amounts immediately prior to my death.
C. The provisions of this Section 2.5 of this Article II shall not apply to the
Trustees so long as they continue to serve as the Trustees hereunder.
D. The provisions of this Section 2.5 of this Article U shall not apply to the
provisions of Article II, Sections 2.3(A)(42), (43), (44), (46), (47), (48), and (49), of this Agreement.
Section 2.6. — Trust Property that Is Real Property
Any trust property that is real property, that is renounced or disclaimed by KARYNA SHULIAK and
including, but not limited to, improvements, fixtures, permits and other
rights of and pertaining to such real property, held directly by me, or indirectly through ownership of
shares of capital stock of a corporation or membership interests in a limited liability company of which
I was the sole beneficial owner prior to my death, shall be sold by the Trustees and the proceeds
thereof held in said trust as soon as is reasonably practicable following my death. In marketing and
effectuating the sale of said real property, the Trustees shall be guided as nearly as the Trustees
determine in their discretion is possible or appropriate under the then prevailing circumstances by my
last express wishes with respect to the sale of said real property, as shall be contained in the last writing
signed by me and notarized and delivered to at least one of the Trustees prior to my death. The
proceeds of said sales shall be distributed in accordance with the provisions of Section 2.4.
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Article III
Trust for Operating Expenses
3.1 Trust for Operating Expenses
A. All sums directed to be held in trust for KARYNA SHULIAK in accordance with the provisions
of this Section 3.1 of this Article III shall be administered as follows:
1. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees of
the trust administered in accordance with the provisions of this Section 3.1(A) of this
Article III.
2. Unless and until such trust terminates as provided in Article III, Section
3.1(A)(5) of this Agreement, the Trustees may, in their discretion, apply at any time
and from time to time any part or all of the income of such trust and such sums from
any part or all of the principal of such trust to the payment of any and all operating
expenses for the properties.
3. For purposes of this Section 3.1(A) of this Article III, "operating expenses"
shall include, but not be limited to, all expenses that the Trustees, in their discretion,
determine are required or appropriate in order to pay property insurance, real estate
taxes, utilities and general maintenance and repairs for the said properties.
4. Fot the sake of clarity, the Trustees shall not be required to pay from the
income or principal of such trust any operating expenses for any property that is not
personally used and occupied by KARYNA SHULIAK or that is sold by KARYNA
SHULIAK.
5. After the death of KARYNA SHULIAK, no further payments shall be made
from the income or principal of such trust other than for operating expenses that
accrued prior to the date of such event, and the Trustees shall distribute all remaining
principal and income then remaining in such mist pursuant to the provisions of
Article II, Section 2.4 of this Agreement.
B. All sums directed to be held in trust for in accordance with the
provisions of this Section 3.1 of this Article III shall be administered as follows:
1. DARREN K INDYKE and RICHARD D. KAHN shall be the Trustees of
the trust administered in accordance with the provisions of this Section 3.1(B) of this
Article III.
2. Unless and until such mist terminates as provided in Section Article III,
3.1(B)(5) of this Agreement, the Trustees may, in their discretion, apply at any time
and from time to time any part or all of the income of such trust and such sums from
any part or all of the principal of such trust to the payment of any and all operating
expenses for any or all of the properties.
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3. For purposes of this Section 3.1(B) of this Article III, "operating expenses"
shall include, but not be limited to, aR expenses that the Trustees, in their discretion,
determine are required or appropriate in order to pay property insurance, real estate
taxes, utilities and general maintenance and repairs for the said properties.
4. For the sake of clarity, the Trustees shall not be required to pay from the
income or principal of such trust any operating expenses for an property that is not
personally used and occupied by I or that is sold by
5. After the death of the trust for her benefit under
the provisions of this Section 3.1(B) of this Article III shall terminate, no further
payments shall be made from the income or principal of such trust other than for
operating expenses that accrued prior to the date of such event, and the Trustees
shall distribute all remaining principal and income then remaining in such trust
pursuant to the provisions of Article II, Section 2.4 of this Agreement
Athcle IV
Trust Administration
Section 4.1. - Exercise of Discretionary Powers
Except as hereinbefore specifically provided, in connection with the exercise of a discretionary power
to distribute income or principal to any person, there shall be no requirement to take into account
such person's other income or capital resources, the interest of such person in any other fund or the
duty of anyone to support such person, although these factors may be taken into account.
Section 4.2. - Discretionary Distributions
Any discretionary payment from any trust hereunder shall be charged against such trust as a whole,
and shall not be charged against the individual share of any person at any time.
Section 4.3. - Allocation of Assets
A. For each distribution, partial distribution, allocation, or division of assets into
shares or trusts involving a fraction, the Trustees shall apply such fraction to the fair market value of
the relevant assets on the date of such distribution, allocation, or division, whichever first occurs. The
Trustees shall appropriately adjust such fractions to reflect the effect of any partial distributions,
allocations, or divisions, taking into account the fait market value as of the date of distribution,
allocation, or division, whichever first occurred, of the assets so distributed, allocated, or divided.
B. The Trustees shall value any assets distributed, allocated, or divided to satisfy
(m whole or in part) a pecuniary distribution at the fair market value of such assets on the date of such
distribution, allocation, or division, whichever first occurs.
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Section 4.4. - Accounting Allocations
A. Except as otherwise specifically provided in this Agreement and except as
provided in Paragraph B of this Section 4.4, the Trustees shall allocate receipts and disbursements in
accordance with sound trust accounting principles and have discretion to allocate receipts and
disbursements when, in the judgment of the Trustees, the treatment is uncertain under applicable laws
or generally accepted accounting principles.
B. Except as otherwise specifically provided in this Agreement, the Trustees
shall not treat any part of the principal amount of the proceeds of sale of any asset of any trust as
income distributable to or for the benefit of any beneficiary entitled to distributions of income;
provided, however, that the Trustees shall treat a portion of any proceeds of sale of any financial
instrument originally issued or acquired at a discount equal to the amount which (1) has previously
been characterized as ordinary income for income tax purposes or (2) will be characterized as ordinary
income for income tax purposes in the year of such sale, as income for trust accounting purposes.
Section 4.5. - Spendthrift Provision
During the term of any mist hereunder, no money or other assets (either principal or income) payable
or distributable under the provisions of this Agreement shall be pledged, assigned, transferred, given,
conveyed, hypothecated, sold, anticipated, charged, or encumbered by any of the Beneficiaries
hereunder, nor shall the income and principal of any trust, while in the possession of the Trustees, be
liable for any debts, contracts, obligations, or undertakings of such Beneficiaries, voluntary or
involuntary, or for any claims or judgments against any Beneficiary, including claims for alimony or
for the support of any Beneficiary's spouse or children, or for reimbursement of a federal, state or
local government, or any agency of any federal, state, or local government, for the support of any
Beneficiary hereunder, prior to the time such money or assets are actually paid or distributed to such
Beneficiary. Any attempted pledge, assignment, transfer, gift, conveyance, hypothecation, anticipation,
charge, or encumbrance of any money or assets (either income or principal) payable or distributable
under the provisions of this Agreement by any of the Beneficiaries hereunder prior to the time such
money or assets are actually paid or distributed to such Beneficiary shall be null and void and shall not
be recognized by the Trustees. This Section 4.5 of this Article V shall not apply to me.
Section 4.6. - Limitation on Distributions
Notwithstanding any other provision of this Agreement, no discretionary distribution of income or
principal of any trust hereunder shall be applied to pay for medical care, residential facilities, or any
other care or service that would otherwise be provided for any Beneficiary hereunder by any federal,
state, or other governmental agency; and no such discretionary distribution of income or principal
shall be made for reimbursement for any such care, facilities or services previously provided. Before
making any discretionary payment to or for the benefit of any such Beneficiary hereunder, the
Trustees shall consider the amounts such Beneficiary is or may be entitled to receive from any
governmental agency for such care, facilities, or services. If such amounts are available, discretionary
distributions of income and principal from any trust hereunder shall be made only to supplement such
amounts, and to provide liberally for needs and comforts over and above the basic maintenance,
support, and medical care that may be paid for by any such agency.
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Section 4.7. - Division and Combination of Trusts
A. For any administrative, tax or other purpose determined by the Trustees to be
in the best interests of any Beneficiary (including any remaindertnan) hereunder, the Trustees may at
any time and from time to time (whether before or after funding), without approval of any court,
divide any trust under this Agreement into two or more separate trusts or combine two or more mists
with substantially identical terms (whether or not such trusts resulted from division of a prior trust).
B. If property is directed to be added to any trust hereunder (the "Original
Trust"), whether by the terms of this Agreement any other agreement, or the Will of any person, the
Trustees may hold such property as one or more separate trusts on terms identical to the terms of the
Original Trust The Trustees may allocate such property among the separate trusts (if any) into which
the Original Trust was divided, whether or not pro-rata, using specific assets or undivided interests
therein (including allocation of all such property to one of such separate trusts).
C. Any time during the existence of separate trusts created by division of a trust
hereunder, the Trustees may exercise all discretionary powers differently with respect to the separate
trusts and take all other actions consistent with such trusts being separate entities. Furthermore, the
holder of any power of appointment with respect to such separate trusts may exercise such power
differently with respect to each such trust.
Section 4.8. - Consolidation of Trusts
If at any time after my death there is in existence a trust under my Will or any trust agreement created
by me having identical beneficiaries and substantially the same terms as any trust under this
Agreement, the Trustees may terminate the mast hereunder and transfer the assets thereof to the
Trustees of such other trust, to be administered by the Trustees thereof. Different termination dates
under the applicable Rule Against Perpetuities shall not be deemed a difference in the terms of such
trusts, but the portion of the trust representing the transferred assets shall retain the same termination
date as the original trust.
Section 4.9. -Termination of Trusts
Notwithstanding anything herein, any trust created hereunder for any person shall (unless terminated
earlier) terminate upon the day preceding the expiration of the maximum period permitted under the
United States Virgin Islands Rule Against Perpetuities, for the vesting of an interest in a trust and
upon such date the assets of such trust shall be distributed to such person.
Section 4.10. — EquitableAdjustment
If any of the Trustees decides to exercise or not exercise any fiduciary power granted by this
Agreement or by law (including, without limitation, any election available to any Trustee) and the
exercise or nonexercise of such power confers a benefit on one Beneficiary or class of Beneficiaries
hereunder and imposes a detriment upon another Beneficiary or class of Beneficiaries hereunder, the
Trustees shall not attempt to restore the interests of the Beneficiaries or classes of Beneficiaries to the
position otherwise contemplated by this Agreement through adjustment between income and
principal or otherwise.
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Section 4 .11. - Lapsed Distribution
Except as otherwise specifically provided in this Agreement, a provision for distribution to an
individual who is not surviving at the date such individual otherwise becomes eligible for such
distribution shall lapse notwithstanding any law to the contrary.
Section 4.12. - Notice
Any notice required hereunder shall be delivered personally or sent by first class or certified mail
addressed to the last known address of the intended recipient.
Section 4.13. - Termination of Trust
An instrument in writing completely revoking this Agreement shall, without more, upon delivery
to any of the Trustees, completely terminate all of the Trustees' tight, title, and interest to any life
insurance proceeds, death benefits, pension, profit sharing, or other retirement benefits or any
other assets otherwise payable to the Trustees.
Article V
Powers of Trustees'
Section 5.1. - Exercise of Judgment and Powers
The Trustees of each mist hereunder have the entire care and custody of all assets of such trust.
The Trustees have the power to do everything the Trustees in good faith deem advisable without
necessity of any judicial authorization or approval, even though but for this power it would not
be authorized or appropriate for fiduciaries under any statutory or other rule of law. The Trustees
shall exercise the Trustees' best judgment and discretion for what the Trustees believe to be in the
best interests of such trust and the Beneficiaries of such trust. If two Trustees are empowered to
participate in a decision to exercise or not exercise any fiduciary power granted by this Agreement
or by law, such decision must be made unanimously by the Trustees. If more than two Trustees
are empowered as the Trustee to participate in the decision to exercise or not exercise any
fiduciary power granted by this Agreement or by law, a majority of such Trustees shall be
empowered to make such decision.
Section 5.2. - Compensation of the Trustees
Each Trustee acting hereunder (without regard to the number of separate trusts for which such
Trustee is so acting) shall be entitled to annual compensation for services performed hereunder in
the amount of Two Hundred Fifty Thousand Dollars ($250,000) per year, in addition to any
bequest to which they may be entitled under this terms of this Agreement. No other
compensation shall be payable to the Trustees hereunder, provided, however, that the Trustees
shall be reimbursed for all reasonable costs, expenses, charges, and liabilities incurred or paid in
connection with acting as Trustee or performing services hereunder, including, but not limited to,
fees and expenses of counsel or any other agents hired by the Trustees, and the Trustees shall not
be liable therefor individually. The Trustees have discretion to pay such compensation and such
reimbursements from trust assets, without obtaining judicial authorization or approval.
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Section 5.3. - General Investment Powers
A. Except as otherwise provided in this Agreement, the Trustees have the
power with respect to each and every trust created hereunder.
1. To enter upon and take possession of the assets of such trust and collect
the income and profits from such assets, and to invest and reinvest such assets in real,
personal, or mixed assets (including the common trust funds of a corporate fiduciary) or
in undivided interests therein without being limited by any present or future investment
laws;
2. To retain all or any part of the assets of such mist (without regard to the
proportion that any one asset or class of assets may bear to the whole) in the form in
which such assets were received or acquired by the Trustees;
3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of the
assets of such trust which the Trustees hold, at any time, for such sums or upon such terms as
to payment, security, or otherwise as the Trustees determine, either by public or private
transactions;
4. To buy and sell options, warrants, puts, calls or other rights to purchase or sell
(collectively called "options') relating to any security or securities, regardless of whether such
security or securities are then held by the Trustees, and whether such options are purchased or
sold on a national securities exchange, and to exercise with respect to such options all powers
which an individual owner thereof could exercise, including, without limitation, the right to
allow the same to expire;
5. With respect to oil, natural gas, minerals, and all other natural resources and
rights to and interests therein (together with all equipment pertaining thereto) including,
without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and
gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire
or otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any
other noncorporatc manner, (a) to make oil, gas and mineral leases or subleases; (b) to pay
delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other
charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of
such rights and interests; (d) to surrender or abandon, with or without consideration, any or all
of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (f) to
make reservations or impose conditions on the transfer of any such rights or interests; (g) to
employ the most advantageous business form in which properly to exploit such rights and
interests, whether as corporations, partnerships, limited partnerships, mining partnerships,
joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (la) to
produce, process, sell or exchange all products recovered through the exploitation of such
rights and interests, and to enter into contracts and agreements for or in respect of the
installation or operation of absorption, reprocessing or other processing plants; (i) to carry any
or all such interests in the name or names of a nominee or nominees; G) to delegate, to the
extent permitted by law, any or all of the powers set forth herein to the operator of such
property; and (k) to employ personnel, rent office space, buy or lease office equipment,
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contract and pay for geological surveys and studies, procure appraisals, and generally to
conduct and engage in any and all activities incident to the foregoing powers, with full power
to borrow and pledge in order to finance such activities; together with the power to allocate
between principal and income any net proceeds received as consideration, whether as royalties
or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all
other natural resources;
6. To hold all or any part of the assets of such trust in cash or in bank accounts
without the necessity of investing the same;
7. To improve, repair, partition, plat, or subdivide all or any part of the assets
of such trust;
8. To litigate, defend, compromise, settle, abandon, or submit to mediation or
arbitration on such terms and conditions as the Trustees determine any claims in favor of or
against such mist or the assets of such trust;
9. To loan or borrow money in such amounts and upon such terms and conditions as the
Trustees determine, assume such obligations or give such guarantees as the Trustees
determine, for the purpose of the acquisition, improvement, protection, retention, or
preservation of the assets of such trust, or for the benefit of any of the Beneficiaries who are
entitled or permitted to receive income from such oust;
10. To create or invest in any entity with all or part of the assets of such mist and
to carry on for as long and in such manner as the Trustees determine any business enterprise
held or created by the Trustees or in which I owned any interest at my death, either
individually or as a partner, joint venturer, stockholder, trust beneficiary, or member; to sell
such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve,
liquidate or undertake any other extraordinary corporate transaction relating to such business
enterprise;
11. To vote in person or by proxy any and all stock or securities and to become a
party to any voting trusts, reorganization, consolidation, or other capital or debt readjustment
of any corporation, association, partnership, limited liability partnership, limited liability
company, or individual with respect to stocks, securities, or debts held by such trust;
12. Except as provided in Sections 5.3(B), (C), and (D) of this Article V, to enter
into any good faith transactions with the Trustees individually or with any corporation,
partnership, limited liability partnership, limited liability company, or other entity in which any
of the Trustees has an ownership interest,
13. To purchase from my estate any stocks, bonds, securities, real or personal
property, or other assets, or make loans to my estate even though the same person or persons
occupy the office of the Trustee and the office of the Executor of my estate;
14. To lease, mortgage, pledge, grant a security interest in, or otherwise encumber
all or any part of the assets of such trust for any term of years whether or not beyond the term
of such trust (including, without limitation, any such action for the benefit of any of the
Beneficiaries of such trust);
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15. To abandon any property of such trust, real or personal, which the Trustees
may deem worthless or not of sufficient value to warrant keeping or protecting; to abstain
from the payment of taxes, water rents or assessments and to forego making repairs,
maintaining or keeping up any such property; and to permit such property to be lost by tax
sale or other proceedings or to convey any such property for a nominal consideration or
without consideration so as to prevent the imposition of any liability by reason of the
continued ownership thereof;
16. To elect the mode of distribution of the proceeds from any profit-sharing
plan, pension plan, employee benefit plan, individual retirement plan, insurance contract, or
annuity contract pursuant to the terms of such plan or to change to another custodian of
such plan;
17. To conduct any audit, assessment, or investigation with respect to any
asset of such trust regarding compliance with any law or regulation having as its object
protection of public health, natural resources, or the environment (referred to as
"Environmental Laws"); to pay from the assets of such trust to remedy any failure to
comply with any Environmental Law (even to the exhaustion of all of the assets of such
trust); and, as may be required in the Trustees' judgment by any Environmental Law, to
notify any governmental authority of any past, present, or future non-compliance with any
Environmental Law; and
18. To refuse to accept any asset distributable to such trust.
B. No Trustee shall directly or indirectly buy or sell any property for the
trust from or to himself, or from or to his relative, employer, employee, partner or other
business associate.
C. No Trustee shall as trustee of one trust sell property to himself as trustee
of another trust.
D. No Trustee shall lend trust funds to himself, or to his relative, employer,
employee, partner, or other business associate.
Section 5.4. - Administrative Powers
Except as otherwise provided in this Agreement, the Trustees have the power with respect to
each trust
A. To employ agents, attorneys-at-law, consultants, investment advisers (to
whom the Trustees have discretion to delegate the Trustees' investment authority and
responsibility), other trustees and other fiduciaries in the administration of the Trustees' duties,
to delegate to such persons, or to one or more of the Trustees, the custody, control, or
management of any part of the assets of such trust as the Trustees determine and to pay for
such services from the assets of such trust, without obtaining judicial authorization orapproval;
22
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B. To delegate, in whole or in part, to any person or persons the authority
and power to (1) sign checks, drafts or orders for the payment or withdrawal of funds, securities
and other assets from any bank, brokerage, custody or other account in which funds, securities
or other assets of such trust shall be deposited, (2) endorse for sale, transfer or delivery, or sell,
transfer or deliver, or purchase or otherwise acquire, any and all property, stocks, stock warrants,
stock rights, options, bonds or other securities whatsoever, (3) gain access to any safe deposit
box or boxes in which assets of such trust may be located or which may be in the name of any
of the Trustees and remove part or all of the contents of any such safe deposit box or boxes and
release and surrender the same, and (4) take any other action that the Trustees may have the
power to take with respect to such trust and the property thereof; no person or corporation
acting in reliance on any such delegation shall be charged with notice of any revocation or
change of such delegation unless such person or corporation receives actual notice thereof;
C. To pay any property distributable to a Beneficiary under a legal disability
or who has not attained the age of 21, without liability to the Trustees, by paying such property
(1) to such Beneficiary, (2) for the use of such Beneficiary, (3) to a legal representative of such
Beneficiary appointed by a court or if none, to a relative for the use of such Beneficiary, or (4)
to a custodian for such Beneficiary designated by the Trustees, to hold until age 21 or such
earlier age as shall be the maximum permitted under applicable law;
D. To divide such trust into subsidiary accounts if the Trustees determine
that such division is necessary to maintain fair and accurate records;
F:. To permit the Beneficiary of such trust to use, possess, and enjoy real
property, tangible personal property, or dub memberships held by such trust;
F. To distribute to such trust or any of the Beneficiaries of such trust in kind
or in cash, or partly in kind and partly in cash, and to allocate different kinds or disproportionate
shares of assets or undivided interests in assets among all of such trusts or all of such
Beneficiaries;
G. In making the division into one or more trusts hereunder (if such trusts
have the same Trustees), to keep the assets of such trusts invested and handled as a single fund
without actual division and to designate such trusts on the Trustee? books as owning a
designated undivided interest in such fund;
H. To have evidence of ownership of any security maintained in the records
of a Federal Reserve Bank under the Federal Reserve Book Entry System; to deposit funds in
any bank or trust company; to carry in the name of any of the Trustees or the nominee or
nominees of the Trustees and with or without designation of fiduciary capacity, or to hold in
bearer form, securities or other property requiring or permitting of registration; and to cause any
securities to be held by a depository corporation of which a Trustee is a member or by an agent
under a safekeeping contract provided, however, that the books and records of the Trustees
shall at all times show that such investments are part of such trust;
I. To register or not register such trust with the probate division of the
Superior Court of the United States Virgin Islands or otherwise and to make all decisions which
23
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relate thereto;
J. Except as otherwise specifically provided in this Agreement, to give any
Beneficiary of any trust hereunder a general power of appointment exercisable in such
Beneficiary's Will over all or part of such trust, subject to any terms and conditions as the
Trustees determine, by written notice to such Beneficiary; to eliminate any such power of
appointment by written notice to the Beneficiary; and to irrevocably release the power under this
paragraph to give a power of appointment or to eliminate a power of appointmenr,
K To renounce and disclaim, in whole or in part, and in accordance with
applicable law, any assets, interests, rights, or powers Including any power of appointment)
which are payable to (or exercisable by) such trust or over which the Trustees have any right,
title, interest, or power; and
L. To make, execute, and deliver any and all such instruments in writing as
shall be necessary or proper to carry out any power, tight, duty, or obligation of the Trustees or
any disposition whatsoever of such mist or any asset of such trust and to exercise any and all
other powers incidental or necessary to carry out or to fulfill the terms, provisions and purposes
of such trust.
Section 5.5. - Restrictions on Exercise of The Trustee's Powers
A. Notwithstanding any provision of this Agreement to the contrary, a
Trustee shall not participate in a discretionary decision to exercise or not exercise any fiduciary
power to (1) distribute income from or principal of any trust hereunder to himself or herself or
(2) distribute income from or principal of any trust hereunder for the health, support,
maintenance or education of a Beneficiary if such Trustee has a legal obligation to provide for
the health, support, maintenance or education of such Beneficiary from such Trustee's personal
assets. For purposes of this paragraph, a person whose interest in a trust hereunder is limited to
a remote contingent interest (for example, a contingent remainderman whose interest depends
upon another person failing to survive to a specified age or a person designated to receive assets
only in the event a power of appointment is not exercised) shall not be treated as a person who
is or may be a Beneficiary of such trust.
B. A Trustee of any trust hereunder may by a written notice delivered to the
other Trustee (or Trustees) of such trust decline to participate in the decision to exercise or not
exercise any fiduciary power granted by this Agreement or bylaw.
C. If a Trustee of any trust hereunder is not empowered (because of a
conflict of interest, declination to act or otherwise) to participate in the decision to exercise or
not exercise any fiduciary power granted by this Agreement or by law, then the remaining
Trustee or Trustees of such trust shall be empowered to make such decision. If no Trustee or
successor Trustee is empowered to participate in such decision, the Trustees may designate a
substitute Trustee to serve as Trustee of such mist who shall be empowered to make such
decision but has no other power or authority of the Trustees. Such designation shall be by
written notice delivered to such substitute Trustee.
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Article VI
Provisions Concerning Trustees
Section 6.1. - Successor Trustees
In the event a Trustee of the Trust resigns, is removed, becomes incapacitated or is unwilling or
is unable to serve, a successor Trustee shall be appointed to fill the vacancy thereby created, such
that the total number of Trustees acting on behalf of the Trust at all times shall be two. BORIS
NIKOLIC shall be appointed to fill any such vacancy, and if he is unwilling or unable to serve,
BARNABY MARSH shall be appointed to fill any such vacancy. If BARNABY MARSH is
unwilling or unable to serve, then ANTHONY BARRETT shall be appointed to fill such
vacancy. If ANTHONY BARRETT is unwilling or unable to serve, then KATHY REUMMLER
shall be appointed to fill such vacancy. If KATHY REUMMLER is unwilling or unable to serve,
then DAVID MITCHELL shall be appointed to fill such vacancy. If DAVID MITCHELL is
unwilling or unable to serve, then STEVE HANSON shall be appointed to fill such vacancy. If
STEVE HANSON is unwilling or unable to serve, then EVA DUBIN shall be appointed to fill
such vacancy and thereafter the successor Trustee appointed to fill any such vacancy shall be
appointed by the Trustees then acting, or, if as a result of said vacancy, only one Trustee is then
acting, by the sole remaining Trustee then acting.
Section 6.2. - Appointment of Trustee
The appointment of a successor Trustee hereunder shall become effective when such successor
Trustee signs an acceptance of the trust.
Section 6.3. - Resignation of Trustees
Any Trustee may resign at any time, without the approval of any court, by an instrument in writing
fled with the trust records. In addition, if there is filed with the trust records a written certification
from any attending physician of any individual Trustee of a trust that he or she is no longer able to
make decisions with respect to such trust, then from the date of filing of such certification, such
individual 'frustee shall be deemed to have resigned for all purposes of this Agreement.
Section 6.4. - Vacancy in Office
If there is a vacancy in the Trustees and no successor Trustee is designated pursuant to Section 7.1
who is willing to act, the legally competent adult Beneficiary (or a majority in beneficial interest of the
legally competent adult Beneficiaries if there are multiple Beneficiaries) then entitled or permitted to
receive income from such trust shall designate a successor Trustee by an instrument in writing
delivered to the designated Trustee. If the legally competent adult Beneficiaries do not designate a
successor Trustee within sixty days after receipt of notice of such vacancy or if there is no legally
competent adult Beneficiary of such trust, then a successor Trustee shall be named by order of a court
of competent jurisdiction. All of the fees and expenses of the Trustees (including attorneys' fees)
attributable to the appointment of a successor Trustee of a trust shall be paid from the assets of such
trust.
Section 6.5. - Elimination of Bond
25
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No bond or other security shall be required of any Trustee hereunder in any jurisdiction.
Section 6.6. - Exculpation and Indemnification of the Trustees
No one serving as the Trustee of any trust under this Agreement shall be accountable or responsible
to any person interested in any trust hereunder for the manner in which the Trustees shall in good
faith exercise any discretionary authority or any power of the Trustees. No one serving as the Trustee
of any trust under this Agreement shall be liable for any loss or depreciation in value occasioned by
reason of any negligence, error or mistake of judgment in entering into any transaction, in making any
sale or investment, in continuing to hold any property, or by reason of any action or omission,
whether by the Trustees or any other fiduciary, unless such Trustee has acted in bad faith. In the
absence of proof by affirmative evidence to the contrary, each Trustee shall be deemed to have acted
within the scope of the Trustees' authority, to have exercised reasonable care, diligence, and prudence
and to have acted impartially as to all interested persons. A Trustee shall not be liable for the acts or
defaults of another Trustee.
In the event a legal action is brought against any individual serving as the Trustee of any trust under
this Agreement, all legal fees and related expenses incurred in connection with the defense of such
legal action shall be paid by such trust without court authorization; provided, however, that (a) no
such payment shall (or shall continue to) be made if a court enters an order prohibiting such payment,
and (b) such Trustee shall refund to the trust any such payments that previously had been made if a
court enters an order directing that such payments be refunded, or if a court concludes that such
Trustee acted in bad faith.
Section 6.7. - Relief from Virgin Islands Statutory Provisions
Pursuant to Section 1212, Tide 15, of the Virgin Islands Code, I hereby relieve the Trustees and any
successor Trustees of the requirements imposed by Chapter 59, Tide 15 of the Virgin Islands Code, or
any similar successor law respecting public filings of inventories and accountings by Trustees.
Furthermore, pursuant to Section 1107, Title 15, of the Virgin Islands Code, I hereby relieve the
Trustees and any successor Trustees, to the extent allowable, from any and all duties, restrictions, and
liabilities which would otherwise be imposed upon the Trustees by Chapter 57, Tide 15, Virgin Islands
Code. This Section 7.7 of this Article VII shall not be deemed a waiver of any and all other rights,
powers, or restrictions otherwise granted to the Trustees in this Agreement.
Article VII
Miscellaneous Provisions
Section 7.1. - Representation of Person Under a Disability
To the extent allowed by law, where a party to any proceeding with respect to any trust hereunder has
the same interest as a person under a disability, legal process shall not be required on the person under
a disability.
Section 7.2. Simultaneous Deaths
If a Beneficiary under this Agreement and I die simultaneously or under such circumstances that it is
difficult to determine who died first, then for all purposes of this Agreement such Beneficiary shall be
deemed to have predeceased me.
26
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Section 7.3, - Law Governing
This Agreement and each trust created by it shall in all respects and for all purposes be governed and
regulated by the laws of the Territory of the United States Virgin Islands, as they now exist and may
from time to time be enacted, amended, or repealed. All questions regarding the validity, construction
and administration of this Agreement, or any of its provisions, and of any trust created by it shall be
determined solely by the laws of that Tenitory. The courts of the State of Delaware and the U.S.
Virgin Islands shall have primary supervision over the administration of each trust created by this
Agreement. It is intended that each such trust shall be a U.S. domestic trust as defined in Title 26
section 7701(2)(30) of the Code by virtue of meeting the court and control test. As provided in
Treas. Reg. section 301.7701-7(c)(4)(D), if both a United States court and a foreign court are able to
exercise primary supervision over the administration of the trust, the trust meets the court test.
Notwithstanding anything to the contrary in this Agreement, the Trustees of each trust created under
this Agreement have discretion at any time or times following my death to transfer the sires of such
trust to such other country, or such other jurisdiction as the Trustees determine, without obtaining
judicial authorization or approval (unless such judicial authorization or approval is required by
applicable law) and without the filing of any bond. The Trustees' determination to transfer the situs of
any trust under this Agreement shall be evidenced by an instrument in writing signed, witnessed and
acknowledged by the Trustees in the same manner as would be required for a deed. The Trustees arc
authorized to take whatever actions are necessary to effect such a transfer of situs. If judicial
authorization or approval is required to effect such a transfer of situs, I intend and desire that the
appropriate court accept the determination of the Trustees concerning the transfer of the situs of such
trust even if one or more Beneficiaries disagree with such determination. From and after the Trustees'
transfer of the situs of a mist pursuant to this Section 7.3 of this Article VII the administration of
such trust shall be governed by the law of the new situs of such trust.
Section 7.4. - Definition of Terms
Except as otherwise specifically provided herein, as used in this Agreement,
A. The term "Trustee" means all persons or entities who occupy the office of
Trustee of any trust hereunder while such persons or entities occupy such office, whether one or more
persons or entities occupy the office of Trustee at the same time or times, and includes any successor
Trustee or Trustees. The term "Executor" of a person's estate means all persons or entities who
occupy the office of personal representative, administrator, executor, or ancillary administrator while
such persons or entities occupy such office, whether one or more persons or entities occupy such
office at the same time or times, and includes any successor or successors to that office. A reference to
a person's Will means such person's Last Will and Testament and any Codicil or Codicils thereto.
B. A reference to any tax also includes any interest or penalties thereon. The
term "my Gross Estate" means my gross estate as finally determined for purposes of computing my
federal estate tax.
C. Whenever the singular number is used, the same shall include the plural, and
the masculine gender shall include the feminine and neuter genders.
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Section 7.5. - No Contest
If any Beneficiary under this Agreement shall in any way directly or indirectly (a) contest or object to
the probate of my Will or to the validity of any disposition or provision of my Will or of this
Agreement or (b) institute or prosecute, or be in any way directly or indirectly instrumental in the
institution or prosecution of, any action, proceeding, contest, objection or claim for the purpose of
setting aside or invalidating my Will or this Agreement or any disposition therein or herein or
provision thereof or hereof, then I direct that (aa) any and all provisions in this Agreement for such
Beneficiary and his issue in any degree shall be null and void and (bb) my estate whether passing under
my Will or this Agreement or pursuant to the laws of intestacy shall be disposed of as if such
Beneficiary and his issue in any degree had all failed to survive me.
Section 7.6. -Trustee Notice
The Trustees may have duties and responsibilities in addition to those described in this Agreement.
If the Trustees have questions, the Trustees should obtain legal advice.
CONCLUSION
Whereas I have duly executed this Agreement on the date set opposite my signature.
August 8, 2019
Jeffrey E. pstein
residing at
residing at
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me-or
whet-ban-preatteed- as_ideratifittetionrand by So'elea— CO-O4 a witness who is personally
known to me or-vrho-kras-prochrcetl-as-ideatification, and Cou Li4cfus. Tom-' a
witness who is personally known to me t F> as identification, on August 8, 2019.
Sworn to before me this 8i6 day of August, 2019.
il1/O14vol, 1/
Notary Public
NIIJIANA A.MBLINDEZ
Nay PeNclites • f Nei York
Na 0261B6371741
QuoLintod Nag York Cate ,
Comosion loomMoir 5040 "•n4
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August IS, 2019
residing at _
residing at
STATE OF FLORIDA
)ss:
COUNTY OF PALM )
BEACH
The foregoing instrument was subscribed and sworn to before me this 1512 day of August, 2019, by
DARRF.N K. INDYICE, a Trustee, who is personally known to me or who has produced
as identification.
03 ch
Sworn to before me this clay of
August, 2019.
r
Notary Public
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ah
lia illi l l° August." ,2019
Richard D. Kahn, Trustee
residing at
residing at
STATE OF NEW YORK )
)ss:
COUNTY OF -NEW—)
QJGeti
The foregoing instrument was subscribed and sworn to before me this a_. day of August, 2019, by
RICH AND LKAHN, a Trustee, who is personally known to me or who has produced
r S 1) as identification.
Sworn to before me this
; 4 day of August, 2019.
sbase.e.....esesestest
4 ANDRES J MUNOZ
Nota blic Notary Pune • State of New York
NO. OIMU6349473
Queen in Ovens County
My Commission Expires Oct IT. 2020 0
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GRANTOR'S AFFIDAVIT
aillnora z
Pc. Cok m o
We, Jeffrey E. Epstein tAO4.‘ and
the Grantor and the witnesses respectively, whose names are signed to the attached instrument in those
capacities, personally appearing before the undersigned authority and first being duly sworn, do hereby
declare to the undersigned authority under penalty of perjury that the Grantor declared, signed, and
executed the instrument as his trust agreement including the handwritten changes made on pages
S, 12- 4 13 • he signed it willingly; he executed it as his free and
voluntary act for the purposes therein expressed; and each of the witnesses, at the request of the
Grantor, in his or her hearing and presence, and in the presence of each other, signed the Trust
Agreement as witness and that to the best of his or her knowledge, the Grantor was at that time
eighteen (18) years of age or older, of sound mind and under no constraint or undue influence.
residing at
residing at
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or
who has produced as identification, and by a witness who is personally
known to me or who has produced as identification, and , a
witness who is personally known to me or who has produced as identification, on August 8, 2019.
Sworn to before me this 8th day of August, 201.
flazin
Notary Public
MARIANA A- MBIZPIDEZ
Noway Putts, Sate of New York
No. 02)4B6311741
Qualified in New You County
ra^mtlaiCIO Expires Marcia 5111. 20 2 a
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SCHEDULE A
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