EFTA01266334.pdf

THE JEFFREY E. EPSTEIN 2001 TRUST TWO
TRUST AGREEMENT dated November 8, 2001, between JEFFREY E.
EPSTEIN, as Grantor, and JEFFREY E. EPSTEIN and JEFFREY A. SCHANTZ, as
Trustees.
The Grantor hereby transfers to the Trustees the property described in
Schedule A annexed hereto, to be administered and disposed of as provided in this
Agreement.
FIRST
The Trustees shall retain such property, IN TRUST, for the following
purposes:
(a) To pay any part or all of the income and such sums from or any
part or all of the principal of the trust as the Trustees, in their discretion, from time to
time determine for any reason whatsoever to, for, or on behalf of the Grantor. Any
income not so paid shall annually be added to the principal.
(b) On the death of the Grantor, to dispose of the remaining income
and principal of this Trust, including any property received by this trust as a result of the
Grantor's death pursuant to his will or otherwise to the following persons the sums or
percentages set forth after their names if they are living at the death of the Grantor:
KELLY BOVINO - 100%
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SECOND
If, pursuant to a mandatory distribution of principal, any minor becomes
entitled to any share of the principal of any trust created hereunder, the property
constituting such share shall be retained by the Trustees, IN SEPARATE TRUST, to pay
to such minor any part or all of the income, including income previously accumulated,
and the principal as the Trustees may, in their discretion, determine to be reasonably
necessary for the minor's support, maintenance, education, health or other benefit, or, in
the case of income, accumulate any part or all for his benefit. All income and principal
not previously paid as above authorized shall be paid to such minor upon his attaining the
age of twenty-one years, or in the event of and upon his prior death to his estate.
THIRD
My income or principal the Trustees are authorized in their discretion to
pay to a minor may, in the discretion of the Trustees, be paid for the benefit of such
minor to a parent or guardian of such minor, or to the custodian for such minor under the
Uniform Gift to Minors Act, or similar Act, of an appropriate state. The receipt of the
parent, guardian or custodian to whom any income or principal is paid shall be a full
discharge of the Trustees from liability with respect to such payment and from further
accountability therefor.
FOURTH
Wherever the Trustees are directed or authorized to pay income or
principal to any person, the Trustees shall be authorized in their discretion to apply
income or principal to or for the use of such person.
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FIFTH
In exercising any discretion the Trustees, or such of them as are authorized
to act, may, but shall not be required to, consider and accept as correct any statement
which they believe to be reliable made by any person, including a person interested in the
way in which the discretion is exercised. The Trustees, in exercising any discretionary
authority given to them under any provision of this agreement, shall not be required to
take into account any other resources of income or of principal available to the person to
whom a distribution is under consideration.
SIXTH
The word "issue" as used in this agreement shall mean issue per stirpes.
The word "discretion" as used in this agreement shall mean "sole, exclusive, and
unrestricted discretion." The word "taxes" as used in this agreement shall include all
interest thereon and penalties with respect thereto. Unless the context otherwise requires,
the use of the masculine and feminine shall be interchangeable, and the use of the
singular and plural shall be interchangeable.
SEVENTH
All estate, succession, legacy, generation skipping transfer taxes and
inheritance taxes, federal, state, and other, which may be payable by reason of the
Grantor's death, whether in respect of property passing under this agreement or in respect
of property not passing under this agreement, shall be paid out of the property disposed of
pursuant to article FIRST section V paragraph (b) of THE JEFFREY E. EPSTEIN 2001
TRUST ONE.
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EIGHTH
In extension and not in limitation of authority which the Trustees would
otherwise have pursuant to law or pursuant to other provisions of this agreement, the
Grantor directs that they have the following discretionary powers:
(a) To retain for as long a period of time as they may consider
advisable or proper any property of any kind which may at any time be in their hands.
(b) To sell at public or private sale or to exchange any property which
may at any time be in their hands, without application to court, on any terms which they
may consider advisable or proper, including terms involving an extension of credit for
any period of time and with or without security.
(c) To invest in or otherwise acquire any property, real or personal, of
any kind, without limitation, without being bound by any provision of law restricting
investments by trustees, including but not limited to common and preferred stocks,
domestic or foreign, interests in partnerships and limited liability companies, secured and
unsecured obligations, mutual and common funds, other securities, mortgages,
commodity futures and contracts, repurchase agreements, and interests and options in any
of the foregoing.
(d) To acquire and retain property without regard to any principles of
diversification.
(e) To acquire, exercise or sell conversion, subscription and other
rights and options, and to grant options for any period of time.
(0 To hold securities in the names of nominees or in such form as to
pass by delivery.
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(g) To employ attorneys, accountants, investment advisers, security
analysts, brokers, agents, clerks, bookkeepers, stenographers and assistants, and to pay on
a regular basis the fair and reasonable value of their services, and in connection with this
power a Trustee who is an attorney, an accountant or a broker or any firm of attorneys,
accountants or brokers of which a Trustee is a partner or employee may be retained on
behalf of the trust hereunder and compensated for services rendered.
(h) To borrow money for any purpose, including but not limited to the
payment of taxes, this power to include the power to borrow from income for the benefit
of principal or from principal for the benefit of income, with or without interest, and to
pledge or mortgage property as security for money borrowed.
(i) To lend money or other property to any person, corporation,
partnership, estate, trust or other entity, including a beneficiary hereunder even if such
beneficiary is a Trustee, and to lend, without interest, income to or for the benefit of
principal and principal to or for the benefit of income.
To distribute income or principal in cash or in kind or partly in
each. Such distributions may be made to any trustee, beneficiary or remainderman with
property that is like or different from the property used to make any other distribution to
any other trustee, beneficiary or remainderman.
(k) To operate, repair, alter and improve any real property which they
may hold or in which they may hold an interest or a participation; to erect or demolish
buildings thereon; to enter into leases for such real property or any part thereof or any
interest or participation therein for any period of time; to mortgage such real property or
any part thereof or any interest or participation therein for any period of time; to grant
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options with respect to such real property, mortgages and leases or any interest or
participation therein for any period of time; to perform, modify, waive provisions of,
extend, renew, terminate or otherwise act in respect of any such leases, mortgages or
options; to cause such real property or any interest or participation therein or any part
thereof and themselves to be insured against any and all risks; to retain an agent or agents
for any of the foregoing purposes; and to do or omit to do anything of any kind or nature
with respect to any such real property or any part thereof or any interest or option with
respect thereto and the management thereof which they may in their discretion consider
advisable, whether or not such act or omission is hereinabove specifically mentioned,
without being bound by any restrictions which might otherwise be applicable and without
court approval.
(I) To determine, in case of reasonable doubt on their part, whether
any property coming into their hands constitutes income or principal, and whether any
payment or expenditure made by them shall be charged to income or to principal.
(m) To retain any interest in, to invest in and become a member of, any
real estate partnership or joint venture; to comply with all the terms and provisions of
every real estate partnership or joint venture relating to any investment at any time held
by them; to succeed the Grantor as a member of any such partnership or joint venture,
and to vote, execute consents, exercise all rights and take such other action with respect
to any real estate partnership or joint venture as they, in their discretion, deem advisable.
(n) To become or continue to be an officer, director, or employee of
any corporation, the stock of which may be owned by the Grantor's estate or the trust
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created hereunder and as such officer, director or employee to receive a salary, bonus, or
other compensation in reasonable amount for services rendered to said corporation.
(o) To delegate to any one of the Trustees any nondiscretionary power,
including but not limited to the power, singly or with others, to sign checks, withdrawal
slips, instructions for the receipt or delivery of securities or other property, and
instructions for the payment or receipt of money, and the power, singly or with others, to
have access to any safe deposit box or other place where property of any trust created
pursuant to this agreement is deposited.
(p) To transfer any property which they may at any time hold to any
jurisdiction which they deem advisable.
The Trustees shall continue to have all the powers herein vested in them
until the final distribution of all property in their hands.
NINTH
The Grantor makes the following provisions with respect to the Trustees:
(a) JEFFREY A. SCHANTZ is authorized to designate one or more
additional or successor Trustees and is further authorized to remove any Trustee acting
hereunder by a written and acknowledged instrument. Designations shall be in writing
and may be revoked in writing by the maker thereof at any time prior to the qualification
of the person designated.
(b) If JEFFREY A. SCHANTZ resigns or at any time ceases to act as
Trustee, without having designated an additional or successor Trustee, the Grantor
appoints DARREN INDYKE as Trustee in his place.
(c) Any Trustee may resign by giving notice to take effect on the date
specified in said notice.
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(d) A Trustee may resign or qualify only by a written instrument
mailed or delivered to the Grantor or a Trustee then acting.
(e) No Trustee acting hereunder shall be liable for any loss or damage
which may occur hereunder, unless due to willful default, deliberate wrongdoing, or
willful violation of an express provision hereof.
(0 No Trustee at any time acting hereunder shall be required to (i)
give any bond, undertaking, or other security for the faithful performance of his duties in
any jurisdiction, or be liable for the acts or omissions of any other Trustee, (ii) file
periodic reports in or to any court or (iii) give notice of appointment as Trustee to any
court. Each Trustee acting hereunder is specifically relieved from any and all of the
duties which would otherwise be placed upon him by Chapter 59 or Title 15 of the Virgin
Islands Code.
(g) Any reference herein to the Trustees shall include survivors,
successors and additional Trustees.
The Grantor authorizes the Trustees to (i) divide any trust into separate
trusts and (ii) combine separate trusts with substantially similar provisions.
TENTH
The Grantor, or any other person, with the consent of the Trustees, shall
have the right to make additions to any trust hereunder by will or otherwise by
transferring to the Trustees additional real or personal property.
ELEVENTH
The Trustees hereby accept the trust and agree to execute it to the best of
their ability.
TWELFTH
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The Grantor retains the right at any time or times during his life to revoke,
in whole or in part, this agreement and the trust created hereunder and to receive the
entire income and principal.
The Grantor retains the right at any time or times during his life to amend
this agreement and the trust created hereunder.
The Grantor may revoke or amend this agreement and the trust created
hereunder by a written and acknowledged instrument. The right to revoke or amend the
trust shall be a personal right of the Grantor and may not be exercised on his behalf by
any guardian, conservator, committee or other such entity.
This Agreement and the trust created hereunder shall become irrevocable
and unamendable upon the Grantor's death.
THIRTEENTH
If any beneficiary under this trust shall in any way directly or indirectly (a)
contest or object to the probate of the Grantor's will or to the validity of any disposition
or provision of the Grantor's will or of this trust 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 the
Grantor's will or this trust or any disposition therein or provision thereof, then the
Grantor directs that (a) any and all provisions in this trust for such beneficiary and his
issue in any degree shall be null and void and (b) the trust property shall be disposed of as
if such beneficiary and his issue in any degree had all failed to survive the Grantor.
FOURTEENTH
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This Agreement and the trust hereby created shall be construed and
governed by the laws of the United States Virgin Islands applicable to agreements made,
delivered and performed therein.
FIFTEENTH
This Agreement and the trust created hereunder may be referred to as "The
Jeffrey E. Epstein 2001 Trust Two."
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the day and year first above written.
JEFFREY E. EPSTEI
JEFFREY E. EPSTEIN,
JEFF4AqC NTZ, Trustee
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SCHEDULE A
CASH 5100.00
1.7226.1
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 8th day of November in the year 2001, before me, the undersigned, personally
appeared JEFFREY E. EPSTEIN, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individual or the person upon b f of •ch the
individual acted, executed the instrument.
N J. KWINTNER
STATE OF NEW YORK ) -P0blic, State of New York
NoteryNo. 02KW6016686
) ss.: Qualified in New York County O2_
COUNTY OF NEW YORK ) Commission Expires November 30, 20 —
On the 8th day of November in the year 2001, before me, the undersigned, personally
appeared JEFFREY A. SCHANTZ, personally known to me or proved to me on the basis
of satisfactory evidence to be the individtuil whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his capacity, and that by
his signature on the instrument, the individu erson upon of w • h the
individual acted, executed the instrument.
Notary Pub
UREN J. KWINTNER
Notary Public, State of New York
No. 02KW6016686
Qualified in New York County 6,›..
Commission Expires November 30, 20 —
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