EFTA01266380.pdf

THE JEFFREY E. EPSTEIN 2014 TRUST
THIS TRUST AGREEMENT ("Agreement"), dated November 18, 2014, by and among
JEFFREY E. EPSTEIN, as Grantor ("Grantor"), and DARREN K. INDYKE, JAMES E.
STALEY and DAVID MITCHELL, 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 2014 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 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 M e
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 Trustees.
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 said removed Trustee and my
remaining Trustees a written instrument executed and acknowledged solely by me.
C. I reserve the right, at any time, to revoke this Trust in its entirety or any
provision hereof by delivering to my Trustees 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 my Trustees 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 my
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
CONFIDENTIAL GJ 000352
SDNY_GM_00008029
EFTA _00 120701
EFTA01266380

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 Exoenseg
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
Executor 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 Trustees (including any of such taxes which the Executor of my probate estate directs my
Trustees to pay by written direction delivered to my 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 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 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 Executor 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.
To the extent the assets of the Trust are insufficient to satisfy all bequests, I direct my
Trustees to pay all specific bequests first, and to the extent assets are insufficient to pay all of the
remaining bequests in Section 2.3.A.1 through 2.3.A.1.22 then the beneficiaries of Section
2.3.A.1 through 2.3.A.1.22 shall share in the remaining estate assets available for distribution
proportionately based upon the ratio of the amount of each general bequest listed in Section
2.3.A.1 through 2.3.A.1.22 to the total amount of all bequests in those same Sections 2.3.A.1
through 2.3.A.1.22. The determination of the Trustees as to the amounts distributable herein shall
be binding on all parties.
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.
2
CONFIDENTIAL GJ 000353
SDNY_GM:00008030
EFTA_00120702
EFTA01266381

3. Ten Million Dollars ($10,000,000) to KARYNA SHULIAK, if she
survives me.
4. Five Million Dollars ($5,000,000) to if she
survives me.
5. Five Million Dollars ($5,000,000) to if she
survives me.
6. Five Million Dollars ($5,000,000) to JEAN LUC BRUNEL, if he survives
me.
7. Five Million Dollars ($5,000,000) to DARREN KEITH INDYKE, if he
survives me.
8. Five Million Dollars ($5,000,000) to if she
survives me.
9. Five Million Dollars ($5,000,000) to if she
survives me.
10. One Million Dollars ($1,000,000) to LESLEY KATHERINE GROFF, if
she survives me.
11. One Million Dollars ($1,000,000) to LAWRENCE PAUL VISOSKI, JR.,
if he survives me.
12. Two Million Dollars ($2,000,000) to LUCIANO A. FONTANILLA, JR.,
and ROSALYN V. FONTANILLA, to be shared equally if they both survive me, or all to the
survivor, if only one of them survives me.
13. Two Million Dollars ($2,000,000) to RICHARD D. KAHN, if he survives
me.
14. Five Hundred Thousand Dollars ($500,000) to ANN RODRIGUEZ, if she
survives me.
15. Five Hundred Thousand Dollars ($500,000) to VALDSON VIERA
CONTRIN, if he survives me.
16. Three Hundred Thousand Dollars ($300,000) to , if
she survives me.
17. Two Hundred Fifty Thousand Dollars ($250,000) to BELLA KLEIN, if
she survives me.
18. Two Hundred Fifty Thousand Dollars ($250,000) to DAVID ROGERS, if
he survives me.
3
CONFIDENTIAL GJ 000354
SDNY_GM_00008031
EFTA_00 120703
EFTA01266382

19. Sixty Six Thousand Dollars ($66,000) to STEVE CHAVEZ, if he
survives me.
20. Forty Thousand Dollars ($40,000) to if she survives
me.
21. Thirty Five Thousand Dollars ($35,000) to CYNTHIA CANO, if she
survives me.
22. Forty Two Thousand Dollars ($42,000) to CARLOS DELGADO, if he
survives me.
23. 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
I) ROBERT GOLD
g) ROBERT GOODMAN
h) EMAD HANNA
i) DARREN KEITH INDYKE
j) DAVID LAMPERT
k)
I)
m)
n) ALBERTO PINTO
o) STEVEN VICTOR
LAWRENCE PAUL VISOSKI, JR.
r)
4
CONFIDENTIAL GJ 000355
SDNY_GM_00008032
EFTA_00 120704
EFTA01266383

s) KARINA SHULIAK
t)
u)
v)
w)
x)
y) SLK DESIGNS, LLC
z) ADAM BLY
24. 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 all
apartments, improvements, fixtures, permits and other rights of and pertaining to the premises
located in the building known and referred to as , 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 owo 999 of the 1 000 outstanding shares. In addition, I
give to this separate trust for the benefit ofl lif 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.
25. 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
ro located at, and known and referred to as
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.
26. 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 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
5
CONFIDENTIAL GJ 000356
SDNY_GM_00008033
EFTA_00 120705
EFTA01266384

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 Ten Million Dollars
($10,000,000) 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.
27. 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, leases, rights, permits, improvements and fixtures comprising and pertaining to
Zorro 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 Five Million Dollars
($5,000,000) 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.
28. 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, 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 ANDERSSON DUBIN, if she survives me.
C. If EVA ANDERSSON 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.22 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. 22 of this Article II to all persons who survive me.
6
CONFIDENTIAL GJ 000357
SDNY_GM_00008034
EFTA_00 120706
EFTA01266385

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.
B. My Trustees, in my Trustees' 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 Trustees consider
advisable. Any income not so paid shall annually be added to the principal of the trust.
C. Upon the death of the Beneficiary, my Trustees shall use my Trustees'
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 Trustees 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 Trustees shall distribute the remaining principal to any
one or more persons selected by my Trustees, in my Trustees' discretion, other than my Trustees,
members of the respective families of my Trustees, the respective estates of my Trustees, the
respective creditors of my Trustees or the creditors of the respective estates my Trustees.
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 Trustees 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 Trustees, in my Trustees' 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 Trustees 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 Trustees
shall distribute the remaining principal of the trust to any one or more persons selected by my
Trustees, in my Trustees' discretion, other than my Trustees, members of the respective families
of my Trustees, the respective estates of my Trustees, the respective creditors of my Trustees or
the creditors of the respective estates my Trustees.
7
CONFIDENTIAL GJ 000358
SDNY_GM_00008035
EFTA_00 120707
EFTA01266386

Article IV Trust Termination
If at any time my Trustees determines that it is uneconomic to continue any trust with
respect to which my Trustees are acting hereunder, my Trustees may terminate such trust and
distribute the trust assets, in such amounts and proportions as my Trustees may determine, to the
person or persons to whom income may be distributed, other than my Trustees, members of the
respective families of my Trustees, the respective estates of my Trustees, the respective creditors
of my Trustees or the creditors of the respective estates of my Trustees.
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 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. My Trustees shall appropriately adjust such fractions 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 Trustees 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 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 my Trustees, the treatment is
uncertain under applicable laws or generally accepted accounting principles.
B. Except as otherwise specifically provided in this Agreement, my Trustees
shall not treat any part of the principal amount of the proceeds of sale of any asset of any trust as
8
CONFIDENTIAL GJ 000359
SDNY_GM:00008036
EFTA_00120708
EFTA01266387

income distributable to or for the benefit of any beneficiary entitled to distributions of income;
provided, however, that my 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 (I) 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 S.S. =apendthrift 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 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 my Trustees. 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 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.
Section 5.7.- Division and Combination of Trusts
A. For any administrative, tax or other purpose determined by my Trustees to
be in the best interests of any Beneficiary (including any remainderman) hereunder, my 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
9
CONFIDENTIAL GJ 000360
SDNY_GM:00008037
EFTA_00120709
EFTA01266388

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 Trustees may hold such property as one or more separate trusts on terms identical to the
terms of the Original Trust. My 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, my 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 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 Trustees may terminate the trust 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 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 any of my Trustees 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 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.
Section 5.11. - Lapsed Distribution
I0
CONFIDENTIAL GJ 000361
SDNY_GM:00008038
EFTA_001207 I 0
EFTA01266389

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.
Section 5.13. -Termination of Trust
An instrument in writing completely revoking this Agreement shall, without more, upon
delivery to any of my Trustees, completely terminate all of my Trustees' 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 Trustees.
Article VI Powers of Trustees
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 Trustees have the power to do everything my 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. My Trustees
shall exercise my Trustees' best judgment and discretion for what my Trustees believe 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, in addition to any bequest to which they may be entitled under this terms of this Trust. No
other compensation shall be payable to my Trustees hereunder; provided, however, that my
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 my Trustees, and my
Trustees shall not be liable therefor individually. My Trustees have discretion to pay such
compensation and such reimbursements from trust assets, without obtaining judicial
authorization or approval.
II
CONFIDENTIAL GJ 000362
SDNY_GM:00008039
EFTA_0012071 I
EFTA01266390

Section 6.3.- General Investment Powers
A. Except as otherwise provided in this Agreement, my Trustees have 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 Trustees;
3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of
the assets of such trust which my Trustees hold, at any time, for such sums or upon such terms
as to payment, security, or otherwise as my 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 my 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 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; (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; (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
12
CONFIDENTIAL GJ 000363
SDNY_GM:00008040
EFTA_00120712
EFTA01266391

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 Trustees determine any claims in favor of or
against such trust or the assets of such trust;
9. To loan or borrow money in such amounts and upon such terms and
conditions as my Trustees determine, assume such obligations or give such guarantees as my
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 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 Trustees determine any business
enterprise held or created by my 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 6.3B, C, and D of this Article VI, to enter
into any good faith transactions with my Trustees individually or with any corporation,
partnership, limited liability partnership, limited liability company, or other entity in which
any of my 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 my Trustees 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);
13
CONFIDENTIAL GJ 000364
SDNY_GM_00008041
EFTA (()120713
EFTA01266392

15. To abandon any property of such trust, real or personal, which my
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 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 Trustees have the power with
respect to each trust:
A. To employ agents, attorneys-at-law, consultants, investment advisers (to
whom my Trustees have discretion to delegate my Trustees' investment authority and
responsibility), other trustees and other fiduciaries in the administration of my Trustees' 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 Trustees determine and to pay for such services from
the assets of such trust, without obtaining judicial authorization or approval;
14
CONFIDENTIAL GJ 000365
SDNY_GM_00008042
EFTA_OOI 207 14
EFTA01266393

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
my 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 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 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 my 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 my Trustees determine that
such division is necessary to maintain fair and accurate records;
E. To permit 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 Trustees), to keep the assets of such trusts invested and handled as a single fund
without actual division and to designate such trusts on my Trustees' 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 my 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 my Trustees shall
at all times show that such investments are part of such trust;
15
CONFIDENTIAL GJ 000366
SDNY_GM_00008043
EFTA (()120715
EFTA01266394

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
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 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
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 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, right, duty, or obligation of my Trustees 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.
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 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 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 Trustees may designate a substitute
Trustee to serve as Trustee of such trust who shall be empowered to make such decision but has
16
CONFIDENTIAL al 000367
SONY_GM_00008044
EFTA (()120716
EFTA01266395

no other power or authority of the Trustees. Such designation shall be by written notice delivered
to such substitute Trustee.
Article VII Provisions Concerning Trustees
Section 7.1. - Successor Trustees
In the event a Trustee resigns, is removed, becomes incapacitated or is unwilling or is
unable to serve, EVA ANDERSSON DUBIN shall be appointed the successor trustee. In the
event that any additional Trustees are removed, become incapacitated, or are unwilling or unable
to serve, STEVEN HANSON shall first be appointed to fill any vacancy, followed by JOSEPH
PAGANO, such that the total number of Trustees acting on behalf of the Trust at all times shall
be three.
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.
Section 7.4.- 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, my Trustees
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 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 7.5.- Elimination of Bond
No bond or other security shall be required of any Trustee hereunder in any jurisdiction.
17
CONFIDENTIAL GJ 000368
SDNY_GM:00008045
EFTA 00120717
EFTA01266396

Section 7.6.- Exculpation and Indemnification of My Trustee
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 my Trustees
shall in good faith exercise any discretionary authority or any power of my 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 my 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 my 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 7.7.- Relief from Virgin Islands Statutory Provisions
Pursuant to Section 1212, Title 15, of the Virgin Islands Code, I hereby relieve my
Trustees and any Successor Trustees 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 Trustees and any Successor Trustees, to the extent allowable, from
any all duties, restrictions, and liabilities which would otherwise be imposed upon my Trustees
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.
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 shall not be required
on the person under a disability.
Section 8.2. -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.
I8
CONFIDENTIAL GJ 000369
SDNY_GM:00008046
EFTA 00120718
EFTA01266397

Section 8.3. - 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 Territory. 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(aX30) of the Code by virtue of meeting
the court and control test. As provided in Treas. Reg. section 301.7701-7(cX4XD), 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, my Trustees of each trust
created under this Agreement have 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 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. My 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 my Trustees in the same manner
as would be required for a deed. My Trustees are 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 Trustees concerning the transfer of the situs of such trust even if one or
more Beneficiaries disagree with such determination. From and after my Trustees' 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.
Section 8.4. A:lelinition 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.
19
CONFIDENTIAL GJ 000370
SDNY_GM:00008047
EFTA_001207 I 9
EFTA01266398

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 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 8.6. - Trustee Notice
My Trustees may have duties and responsibilities in addition to those described in this
Agreement. If my Trustees have questions, my Trustees should obtain legal advice.
CONCLUSION
I have duly executed this Agreement on the date set o y si nature
Date signed:
Date signed: ►t ato —
t6 -/Y
Date signed: ii —
i 2 3 -
Date signed: CHELL, as a Trustee,
20
CONFIDENTIAL GJ 000371
SDNY_GM:00008048
EFTA_00120720
EFTA01266399

On this IS day of November, 2014, the foregoing instrument was signed, published and
declared to be the Trust Agreement of The Jeffrey E. Epstein 2014 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
names nesses thereto.
residing at
id„,„ di/ residing at
TERRITORY OF THE UNITED STATES VIRGIN ISLANDS
) ss:
DISTRICT OF ST. THOMAS & ST. JOHN
The foregoing instrument was subscribed and swom to before me this Ieday of
November, 2014 by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who
has produced as identification.
Sworn to before me this
day of November, 2014.
Erika A. Kellerhals
Notary Public LNP-11-14
Commission Expires 05/29/18
St. Thomas/St. John, USVI
21
CONFIDENTIAL GJ 000372
SDNY_GM_00008049
EFTA 00120721
EFTA01266400

STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
t,,The foregoing instrument was subscribed and sworn to before me thisr4: day of
1‘.1ertr\ne 1". 2014, by DARREN K. 1NDYKE, a Trustee, who is personally known to me or who has
produced as identification.
Sworn to before me this
AD day of 1\110.46'\'\‘')e`( HABIBE AVDIU
2014. NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified in Richmond County
cAlabthe acr6(-o My Commission Expires 0010b01 14, 2071
Notary Public
STATE OF gi&13\10((._ )
wi, oto)s s:
COUNTY OF
NiA2m12/ er ,
The foregoing instrument was subscribed and sworn to before me thisAslay of 2014,
by !AMES E. STALEY, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
day of N SNQT00€ 1(, 2014.
2ACILtaulLa___
Notary Public
HABIBE AVOW
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified In Richmond County
My Commission Expires October 14. 2018
22
CONFIDENTIAL GJ 000373
SONY_GM_00008050
EFTA_00 120722
EFTA01266401

TOY
STATE OF
)ss:
COUNTY OF 01
kamber
The foregoing instrument was subscribed and sworn to before me thisIty of
2014, by DAVID MJTCHELL, a Trustee, who is personally known to me or who has produced
CiA1)44 ktense as identification.
Swipm to before me this
teartanr- ,
3Ifi-day of 2014.
DOUGLAS BENTON ARNAUDIN
NOTARY PUBLIC-STATE OF NEW YORK
No. 0IAR6256222
Qualified In New York County
Notary Public My Commission }minis February 21, 2010
23
CONFIDENTIAL GJ 000374
SDNY_GM_00008051
EFTA_00 120723
EFTA01266402