EFTA01266359.pdf

THE JEFFREY E. EPSTEIN 2012 TRUST
TRUST AGREEMENT, dated October 24, 2012, by and among JEFFREY E. EPSTEIN,
as Grantor ("Grantor"), and DARREN K. INDYKE, JAMES E. STALEY AND ANDREW
FARKAS, as Trustees ("Trustees").
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.
This Trust shall be known as the "The Jeffrey E. Epstein 2012 Trust."
Article I During My Lifetime
The following provisions shall apply during my lifetime:
Section 1.1.- Disbursement of Income
All of the income of the 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
My Trustee may distribute any part or all of the principal of the Trust Estate to me in the
discretion of my Trustee.
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 by me and
my Trustee.
B. I reserve the right, at any time, to revoke this Trust in its entirety or any
provision hereof by delivering to my Trustee a written instrument executed and acknowledged
solely by me.
C. 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 my Trustee a written
instrument executed and acknowledged solely by me.
D. I reserve the right, at any time and from time to time, to transfer to my
Trustee, 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.
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Article II After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of 1W Debts and of Taxes and Expenses
My Trustee 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
Personal Representative of my probate estate, and (b) the federal and state estate, inheritance,
succession, generation skipping and similar taxes imposed by reason of my death which are the
obligations of my Trustee (including any of such taxes which the Personal Representative of my
probate estate directs my Trustee to pay by written direction delivered to my Trustee). 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 are 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. - Specific Bequests or Devises Under My Will
If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable
in cash or in kind in the discretion of the Personal Representative of my probate estate) provided
in my Will, my Trustee 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 my Trustee at my
death, my Trustee shall distribute such assets to satisfy such bequest or devise.
Section 2.3.- Bequests
A. I make the following bequests:
1. Five Million Dollars ($5,000,000) to if she survives
me.
2 Five Million Dollars ($5,000,000) to
if she survives me.
3. Five Million Dollars ($5,000,000) to if she
survives me.
4. Five Million Dollars ($5,000,000) to GHISLAINE N. MAXWELL, if she
survives me.
5. Five Million Dollars ($5,000,000) to KARYNA SHULIAK, if she
survives me.
6. Five Million Dollars ($5,000,000) to if she
survives me.
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7. Five Million Dollars ($5,000,000) to if she
survives me.
8. Five Million Dollars ($5,000,000) to JEAN LUC BRUNEL, if he survives
me.
9. Five Million Dollars ($5,000,000) and my interest in KCAC, LLC, a New
Jersey limited liability company, to DARREN KEITH INDYKE, if he survives me.
10. Five Million Dollars ($5,000,000) to , if she
survives me.
11. Five Million Dollars ($5,000,000) to , if she
survives me.
12. One Million Dollars ($1,000,000) to LESLEY KATHERINE GROFF, if
she survives me.
13. One Million Dollars ($1,000,000) to LAWRENCE PAUL VISOSKI, JR.,
if he survives me.
14. One Million Dollars ($1,000,000) in equal shares to LUCIANO A.
FONTANILLA, JR., and ROSALYN V. FONTANILLA, if they both survive me, or all to the
survivor, if only one of them survives me.
15. I forgive any loans which I made to the following individuals:
a) JEAN LUC BRUNEL
b) GADDO CARDINI
c) MARK EPSTEIN
d) LUCIANO A. FONTANILLA, JR.
e) ROSALYN V. FONTANILLA
f) ROBERT GOLD
g) ROBERT GOODMAN
h) EMAD HANNA
i) DARREN KEITH INDYKE
j) DAVID LAMPERT
k) SHELLEY LEWIS
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►)
m) 1
n) ALBERTO PINTO
o) STEVEN VICTOR
16. I give to if she survives me, in a separate trust,
the provisions of which are set orth in Section 3.1 of Article III below, 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. In addition, I give to
this separate trust for the benefit of if she survives me, the sum of One
Million Dollars ($1,000,000) to pay for the operating expenses for the apartments. Operating
expenses shall include, but not be limited to, property insurance, real estate taxes, utilities,
general maintenance and repairs and common charges.
17. I give to , if she survives me, in a separate trust,
the provisions of which are set forth in Section 3.1 of Article III below, 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 71st Street, New York, New York 10021. 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. In addition, I give to this separate trust for the
benefit of if she survives me, the sum of Four Million Dollars
($4,000,000) to pay for the operating expenses for the property. Operating expenses shall
include, but not be limited to, property insurance, real estate taxes, utilities and general
maintenance and repairs.
18. I give tol if she survives me, in a separate trust,
the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in the
property, improvements, fixtures, permits and other rights of and pertaining to that certain cay in
the United States Virgin Islands known and referred to as Little St. James Island. My interest
consists of 10,000 shares of common stock of Nautilus, Inc., a United States Virgin Islands
corporation, which holds legal title to said cay, the improvements, and fixtures thereon, and
certain permits and rights with respect thereto and which also owns 100% of the interest of
L.S.J., LLC, a Delaware limited liability company that holds certain permits and rights pertaining
to the improvements on said cay. In addition, I give to this separate trust for the benefit of
if she survives me, the sum of Four Million Dollars ($4,000,000) to
pay for the operating expenses for the cay. Operating expenses shall include, but not be limited
to, property insurance, real estate taxes, utilities and general maintenance and repairs.
19. I give to f she survives me, in a separate trust,
the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in the
property, leases, rights, permits, improvements and fixtures comprising and pertaining to Zorro
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Ranch, located at 49 Zorro Ranch Road, Stanley, New Mexico 87056. My interest consists of
10,000 shares of common stock of Cypress, Inc., a United States Virgin Islands corporation,
which holds legal title to the same. In addition, I give to this separate trust for the benefit of
if she survives me, the sum of Three Million Dollars ($3,000,000) to
pay for the operating expenses for the property. Operating expenses shall include, but not be
limited to, property insurance, real estate taxes, utilities and general maintenance and repairs.
20. I give tol if she survives me, in a separate trust,
the provisions of which are set forth in Section 3.1 of Article III below, 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. In addition, I give to this separate trust for the
benefit of if she survives me, the sum of One Million Dollars
($1,000,000) to pay for the operating expenses for the property. Operating expenses shall
include, but not be limited to, property insurance, real estate taxes, utilities and general
maintenance and repairs.
Section 2.4. - Balance of Trust Estate
The balance of the Trust Estate, after the distributions provided in Sections 2.1, 2.2 and
2.3 of this Article II, shall be distributed as follows:
A. One Hundred percent (100%) thereof to , if she
survives me, in separate trust, the provisions of which are set forth in Section 3.2 of Article III
below.
B. If does not survive me, one hundred percent
thereof to EVA DUBIN, if she survives me.
C. If EVA DUBIN does not survive me, I give a percentage of the balance of
the Trust Estate to each of those persons who survive me named in Sections 2.3.A.1 through and
including 2.3.A.14 of this Article II, which percentage shall be determined for each such person
by dividing the amount of the bequest made to such person pursuant to Section 2.3.A of this
Article II by the total amount of all bequests made pursuant to Sections 2.3.A.1 though and
including 2.3A.14 of this Article II to all persons who survive me.
Article III Trust Provisions
Section 3.1.- Residence Trusts
Any property directed to be held in trust for a Beneficiary pursuant to the provisions of
this Section 3.1 of Article III shall be administered as follows:
A. The Beneficiary shall have the right to occupy the residence or residences
held by the trust and to use the tangible personal property located in the residence for her
lifetime.
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B. My Trustee, in my Trustee's sole discretion, may pay any part or all of the
income, and if income is insufficient, the principal of the trust (1) to pay the operating expenses
of the property held by the trust and (2) for any other purpose my Trustee considers advisable.
Any income not so paid shall annually be added to the principal of the trust.
C. Upon the death of the Beneficiary, my Trustee shall use my Trustee's best
efforts to sell the trust property and the tangible personal property within two (2) years of the
Beneficiary's death and only in extraordinary circumstances should the property not be sold
within two (2) years of the Beneficiary's death.
D. Upon the death of the Beneficiary, my Trustee shall distribute the
remaining principal of the trust (i.e., the proceeds from the sale of the trust assets) to EVA
ANDERSSON DUBIN, if she then survives the Beneficiary. If EVA ANDERSSON DUBIN
does not survive the Beneficiary, then my Trustee shall distribute the remaining principal to any
one or more persons selected by my Trustee, in my Trustee's discretion, other than my Trustee,
members of the respective families of my Trustee, the respective estates of my Trustee, the
respective creditors of my Trustee or the creditors of the respective estates my Trustee.
Section 3.2. - Residuary Trusts
Any property directed to be held in trust for a Beneficiary pursuant to the provisions of
this Section 3.2 of Article III shall be distributed as follows:
A. My Trustee may pay any part or all of the income and such sums from any
part or all of the principal of the trust as my Trustee, in my Trustee's discretion, from time to
time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on
behalf of the Beneficiary. Any income not so paid shall annually be added to the principal of the
trust.
B. Upon the death of the Beneficiary, my Trustee shall distribute the
remaining principal of the trust to EVA ANDERSSON DUBIN, if she then survives the
Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my Trustee
shall distribute the remaining principal of the trust to any one or more persons selected by my
Trustee, in my Trustee's discretion, other than my Trustee, members of the respective families of
my Trustee, the respective estates of my Trustee, the respective creditors of my Trustee or the
creditors of the respective estates my Trustee.
Article IV Trust Termination
If at any time my Trustee determines that it is uneconomic to continue any trust with
respect to which my Trustee is acting hereunder, my Trustee may terminate such trust and
distribute the trust assets, in such amounts and proportions as my Trustee may determine, to the
person or persons to whom income may be distributed, other than my Trustee, members of the
respective families of my Trustee, the respective estates of my Trustee, the respective creditors
of my Trustee or the creditors of the respective estates of my Trustee.
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Article V Trust Administration
Section 5.1.- 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 5.2. - 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 5.3.- Allocation of Assets
A. For each distribution, partial distribution, allocation, or division of assets
into shares or trusts involving a fraction, my Trustee 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. My Trustee shall appropriately adjust such fraction to reflect the effect of any
partial distributions, allocations, or divisions, taking into account the fair market value as of the
date of distribution, allocation, or division, whichever first occurred, of the assets so distributed,
allocated, or divided.
B. My Trustee shall value any assets distributed, allocated, or divided to
satisfy (in 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.
Section 5.4.- Accounting Allocations
A. Except as otherwise specifically provided in this Agreement and except as
provided in Paragraph B of this Section 5.4, my Trustee shall allocate receipts and disbursements
in accordance with sound trust accounting principles and has discretion to allocate receipts and
disbursements when, in the judgment of my Trustee, the treatment is uncertain under applicable
laws or generally accepted accounting principles.
B. Except as otherwise specifically provided in this Agreement, my Trustee
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 my Trustee 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.
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Section 5.5.-Spendthrift Provision
During the term of any trust 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 my Trustee, 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 lime
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 my Trustee. This Section 5.5 of Article V shall not apply to me.
Section 5.6. - 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, my Trustee 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.
Section 5.7. - Division and Combination of Trusts
A. For any administrative, tax or other purpose determined by my Trustee to
be in the best interests of any Beneficiary (including any remainderman) hereunder, my Trustee
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 trusts 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,
my Trustee may hold such property as one or more separate trusts on terms identical to the terms
of the Original Trust. My Trustee 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
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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, my Trustee 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 5.8.- 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, my Trustee may terminate the trust hereunder and transfer the assets
thereof to the Trustee of such other trust, to be administered by the Trustee 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 5.9.- 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 5.10. - Equitable Adjustment
If my Trustee decides to exercise or not exercise any fiduciary power granted by this
Agreement or by law (including, without limitation, any election available to my 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, my Trustee 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.
Section 5.11. - 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 5.12. - 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.
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Section 5.13. - Termination of Trust
An instrument in writing completely revoking this Agreement shall, without more, upon
delivery to my Trustee, completely terminate all of my Trustee's right, title, and interest to any
life insurance proceeds, death benefits, pension, profit sharing, or other retirement benefits or
any other assets otherwise payable to my Trustee.
Article VI Powers of Trustee
Section 6.1.- Exercise of Judgment and Powers
The Trustee of a trust hereunder has the entire care and custody of all assets of such trust.
My Trustee has the power to do everything my Trustee in good faith deems 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. My Trustee
shall exercise my Trustees best judgment and discretion for what my Trustee believes to be in
the best interests of such trust and the Beneficiaries of such trust. If more than two Trustees are
empowered as my 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 6.2.- Compensation of My Trustee
Each Trustee acting hereunder shall be entitled to annual compensation for services
performed hereunder in the amount of Two Hundred Fifty Thousand Dollars ($250,000) per
year. No other compensation shall be payable to my Trustee hereunder; provided, however, that
my Trustee 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 my
Trustee, and my Trustee shall not be liable therefor individually. My Trustee has discretion to
pay such compensation and such reimbursements from trust assets, without obtaining judicial
authorization or approval.
Section 6.3.- General Investment Powers
A. Except as otherwise provided in this Agreement, my Trustee has the
power with respect to such trust:
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 trust (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 my Trustee;
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3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of
the assets of such trust which my Trustee holds, at any time, for such sums or upon such terms as
to payment, security, or otherwise as my Trustee determines, 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 my Trustee, 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 ►essee, lessor, licensee, concessionaire or
otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any other
noncorporate 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; (0 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; (h) 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; (j) 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, 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; of such trust;
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 my Trustee determines any claims in favor of or
against such trust or the assets of such trust;
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9. To loan or borrow money in such amounts and upon such terms and
conditions as my Trustee determines, assume such obligations or give such guarantees as my
Trustee determines, 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 trust;
10. To create or invest in any entity with all or part of the assets of such trust
and to carry on for as long and in such manner as my Trustee determines any business enterprise
held or created by my Trustee 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 6.3B, C, and D of this Article VI, to enter
into any good faith transactions with my Trustee individually or with any corporation,
partnership, limited liability partnership, limited liability company, or other entity in which my
Trustee 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 my Trustee and the office of the Personal Representative 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);
15. To abandon any property of such trust, real or personal, which my Trustee
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
12
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Environmental Law (even to the exhaustion of all of the assets of such trust); and, as may be
required in my Trustee's 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 6.4. - Administrative Powers
Except as otherwise provided in this Agreement, my Trustee has the power with respect
to each trust:
A. To employ agents, attorneys-at-law, consultants, investment advisers (to
whom my Trustee has discretion to delegate my Trustee's investment authority and
responsibility), other trustees and other fiduciaries in the administration of my Trustee's duties, to
delegate to such persons, or to one or more of my Trustees, the custody, control, or management
of any part of the assets of such trust as my Trustee determines and to pay for such services from
the assets of such trust, without obtaining judicial authorization or approval;
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 my
Trustee 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 my Trustee 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 my Trustee, 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 my Trustee, to hold until age 21 or such earlier
age as shall be the maximum permitted under applicable law;
13
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D. To divide such trust into subsidiary accounts if my Trustee determines that
such division is necessary to maintain fair and accurate records;
E. To pennit the Beneficiary of such trust to use, possess, and enjoy real
property, tangible personal property, or club 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 Trustee), to keep the assets of such trusts invested and handled as a single fund
without actual division and to designate such trusts on my Trustee's 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 my Trustee or the nominee or nominees of
the Trustee 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 my Trustee 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 circuit
court of the United States Virgin Islands or otherwise and to make all decisions which relate
thereto;
J. 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 my Trustee determines, 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
appointment;
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 my Trustee has 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, right, duty, or obligation of my Trustee or
any disposition whatsoever of such trust 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.
14
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Section 6.5.- Restrictions on Exercise of My 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 remaindennan 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 by law.
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, my Trustee may designate a substitute
Trustee to serve as Trustee of such trust who shall be empowered to make such decision but has
no other power or authority of the Trustee. Such designation shall be by written notice delivered
to such substitute Trustee.
Article VII Provisions Concerning Trustees
Section 7.1.- Successor Trustees
Each Trustee acting hereunder shall be authorized to designate his successor as Trustee.
Section 7.2.- Appointment of Trustee
The appointment of a successor Trustee hereunder shall become effective when such
successor Trustee signs an acceptance of the trust.
Section 7.3.- Resignation of Trustees
Any Trustee may resign at any time, without the approval of any court, by an instrument
in writing filed 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 Trustee shall be deemed to have resigned for all purposes of this
Agreement.
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Section 7.4. - Vacancy in Office
If the last remaining Trustee dies or cannot or will not act as Trustee of any trust
hereunder and if 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, my Trustee shall designate a successor Trustee
by written notice delivered to the designated Trustee and each adult beneficiary then entitled or
permitted to receive income from such trust. If no successor Trustee is designated pursuant to
this Section 7.4, then a successor Trustee shall be named by order of a court of competent
jurisdiction. All of the fees and expenses of my Trustee (including attorneys' fees) attributable to
the appointment of a successor Trustee of a trust shall be paid from the assets of such trust.
Section 7.5. - Elimination of Bond
No bond or other security shall be required of any Trustee hereunder in any jurisdiction.
Section 7.6. - Exculpation of My Trustee
My Trustee shall not be accountable or responsible to any person interested in any trust
hereunder for the manner in which my Trustee shall in good faith exercise any discretionary
authority or power of my Trustee. My Trustee shall not 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 my Trustee or any other fiduciary, unless my 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 my Trustee's 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
Section 7.7. — Relief from Vjgin Islands Statutory Provisions
Pursuant to Section 1212, Title 15, of the Virgin Islands Code, I hereby relieve my
Trustee and any Successor Trustee of the requirements imposed by Chapter 59, Title 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 my Trustee and any Successor Trustee, to the extent allowable, from
any all duties, restrictions, and liabilities which would otherwise be imposed upon him by
Chapter 57, Title 15, Virgin Islands Code. This Section 8.7 shall not be deemed a waiver of any
and all other rights, powers, or restrictions otherwise granted to my Trustees in this Agreement.
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Article VIII Miscellaneous Provisions
Section 8.1. - 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 on the person under a
disability may be dispensed with.
Section 8.2. - Simultaneous Deaths
If a Beneficiary under this Trust 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.
Section 8.3.- Law Governing
This trust agreement and the 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 trust agreement, or any of its provisions, and
of this trust shall be determined solely by the laws of that Territory. The courts of the State of
Delaware and the U.S. Virgin Islands shall have primary supervision over the administration of
this trust. It is intended that this trust shall be a U.S. domestic trust as defined in Title 26 section
7701(aX30) 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.
Each trust hereby created shall in all respects be regulated by the laws of the United
States Virgin Islands. Notwithstanding anything to the contrary in this Agreement, my Trustee of
each trust created under this Agreement has discretion at any time or times following my death to
transfer the situs of such trust to such other country, or such other jurisdiction as my Trustee
determines, without obtaining judicial authorization or approval (unless such judicial
authorization or approval is requited by applicable law) and without the filing of any bond. My
Trustee's determination to transfer the situs of any trust under this Agreement shall be evidenced
by an instrument in writing signed, witnessed and acknowledged by my Trustee in the same
manner as would be required for a deed. My Trustee is 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 my Trustee concerning the transfer of the situs of such trust even if one or more
Beneficiaries disagree with such determination. From and after my Trustee's transfer of the situs
of a trust pursuant to this Section 8.3 of Article VIII, the administration of such trust shall be
governed by the law of the new situs of such trust.
17
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Section 8.4.- 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 "Personal Representative" 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.
Section 8.5.— 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 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 the Trust 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 8.6.- Trustee Notice
My Trustee may have duties and responsibilities in addition to those described in this
Agreement. If my Trustee has questions, my Trustee should obtain legal advice.
[Signatures on the Following Page]
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CONCLUSION
I have duly executed this Agreement on the date set opposi\t e my signature.
Date signed: ) U a \ I G
ktErREY E. E SfEIysl,
10- acl
Date signed:
'20 sy,
Date signed:
Date signed: /1 -2( 12.
On this 24th day of October, 2012, the foregoing instrument was signed, published and
declared to be the Trust Agreement of The Jeffrey E. Epstein 2012 Trust by JEFFREY E.
EPSTEIN, as Grantor, and was signed and accepted in our presence; and we, at the Grantor's
request, in the Grantor's presence and in the presence of each other, did, on said day, sign our
name, as witnesse thereto.
19 -0 necez,v }e .,a
residing at
/3,ere/ver—
(loco
130 Sty( 79 csieeet4/7a-
residing at
tivao 4H4 New (off, by /o0O7
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this 24th day of
October, 2012 by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who
has produced as identification.
Sworn to before me this
24th day of October, 2012.
Notary Public
CoNmootruanari public.
rok
19
ouo OiEnnxlYDRSLiitifl filieFo:Lneo3tbdf9E.2:111e4o4ewunYtoy
Commission NFIDENTIAL GJ 000330
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EFTA 00120679
EFTA01266377

STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this 24th day of
October, 2012, by DARREN K. INDYKE, a Trustee, who is personally known to me or who has
produced as identification.
Sworn to before me this
/-t1 day of October, 2012.
HARRY I. MUER
Notary Public. State of New York
No. 01624'35924
Qualified in Rockland Countyix
Commission Expires Feb. 17.2d
y
STATE OF fr
)ss:
COUNTY OF WV
The foregoing instrument was subscribed and sworn to before me this ) • day of
, 2012, by JAMES E. STALEY, a Trustee, who is personally known to me
or who has_piroduced as identification.
Sworn to before me this
7= day of it'fA , 2012.
11-.777iik
Notary Public
HARRY!. BELLER
Notary Public, State of New York
No. Qtrlit4653924
°unlit od in Rockland County ///
Commission Expires Feb. 17, 20f 20
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EFTA 00120680
EFTA01266378

STATE OF pity 104. )
)ss:
COUNTY OF iJczai \(alc )
The foregoing instrument was subscribed and sworn to before me thisbaday of
, 2012, by ANDREW FARKAS, a Trustee, who is personally known to
me or who has produced as identification.
Swpfrn to before(me this
of day
of IA , 2012.
jwit ooitluil:
Si rest tot erne rook
embi tma n at reek one
therestia milt)
21
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