EFTA01266434.pdf

JEFFREY E. EPSTEIN 2017
TRUST
THIS TRUST AGREEMENT, dated January 2017 ("Agreement"), by and among
JEFFREY E. EPSTEIN, as Grantor ("Grantor"), and EVA ANDERSSON DUBIN, DARREN K.
INDYKE, and RICHARD D. KAHN, 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 "Jeffrey E. Epstein 2017 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 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
delivered to no leas than one Trustee of this Trust.
B. I reserve the right, at any time and from time to time, in my sole and
unfettered discretion, to remove any Trustee by delivering to 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.
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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 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 I I : After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of My 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
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 and Devises under My Will and Trust
If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable
in cash or in kind in the discretion of the Executor of my probate estate) provided in my Will, if
any, 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(AXI) through 2.3(A)(1)(28), then the beneficiaries of
Section 2.3(AX1) through 2.3(A)(IX28) shall share on a proportionate basis in the remaining
estate assets available for distribution. 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:
I. to if she survives me, Two Million Dollars
$2 000 000 plus an annuity to be purchased by my Trustees for the benefit of
om a reputable financial institution in the amount of Five Million Dollars
($5,000,000), which annuity shall be payable monthly for the life of with a
lump sum in the amount of the then remaining principal balance payable to the estate of
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upon her death.
2. to , if she survives me, Two Million Dollars
$2,000,000 , lus an annuity to be purchased by my Trustees for the benefit of
m a reputable financial institution in the amount of Five Million Dollars
($5,000,000), which annuity shall be payable monthly for the life of with
a lump sum in the amount of the then remaining principal balance payable to the estate of
upon her death.
3. to KARYNA SHULIAK, if she survives me, Ten Million Dollars
($10,000,000), plus an annuity to be purchased by my Trustees for the benefit of KARYNA
SHULIAK from a reputable financial institution in the amount of Ten Million Dollars
($10,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK
with a lump sum in the amount of the then remaining principal balance payable to the estate of
KARYNA SHULIAK upon her death.
4. to if she survives me, One Million Dollars
($1,000,000), plus an annuity to be purchased by my Trustees for the benefit of
from a reputable financial institution in the amount of Five Million Dollars
($5,000,000), which annuity shall be payable monthly for the life of
with a lump sum in the amount of the then remaining principal balance payable to the estate of
upon her death.
5. to if she survives me, One Million Dollars
$1,000,000 lus an alacuity to ue purtatis by my Trustees for the benefit of
from a reputable financial institution in the amount of Five Million Dollars
„ , which annuity shall be payable monthly for the life of th
a lump sum in the am unt of the then remaining principal balance payable to the estate of
pon her death.
6. to DARREN KEITH INDYKE, if he survives me, Ten Million Dollars
($10,000,000).
7. to MICHELLE FERN SAIPHER, if she is then married to DARREN
KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used
for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC
in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser,
and KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean
Court in Livingston, New Jersey, and terminating said real estate purchase contract. It is my
express desire, intent and direction, as the sole shareholder of FT Real Estate, Inc., that upon my
death, FT Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract
as contemplated herein; provided, however, that such distribution to MICHELLE F. SAIPHER
shall not be made and such termination shall not occur if the transfer of such real property to FT
Real Estate, Inc. pursuant to such real estate purchase contract has been completed prior to the
my death.
8. to if she survives me, One Million Dollars
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($1,000,000), plus an annuity to be purchased by my Trustees for the benefit of
from a reputable financial institution in the amount of Two Million Dollars
$2 000 000 which annuity shall be payable monthly for the life of
with a lum sum in the amount of the then remaining principal balance payable
to the estate of upon her death.
9. to if she survives me, One Million Dollars
($1,000,000), plus an annuity to a pure Lase y my Trustees for the benefit of
from a reputable financial institution in the amount of Four Million illars
($4,000,000), which annuity shall be payable monthly for the life of
with a lum sum in the amount of the then remaining principal balance pays eo e es
upon her death.
10. to LESLEY KATHERINE GROFF, if she survives me, Two Million
Dollars ($2,000,000).
11. to LARWRENCE PAUL VISOSKI, JR., if he survives me, Two Million
Dollars ($2,000,000).
12. to LUCIANO A. FONTANILLA, JR., if he survives me, an annuity to be
purchased by my Trustees for the benefit of LUCIANO A. FONTANILLA, JR. from a reputable
financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be
payable monthly for the life of LUCIANO A. FONTANILLA, JR. with a lump sum in the
amount of the then remaining principal balance payable to the then surviving children of
LUCIANO A. FONTANILLA, JR. and ROSALYN V. FONTANILLA.
13. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns,
whether or not LUCIANO A. FONTANILLA, JR. survives me, all of my interest in the
property, improvements, fixtures, permits and other rights of and pertaining to the real property
located at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My
interest consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo,
LLC, a New York limited liability company which holds legal title to said real property,
improvements, fixtures, permits and other rights, which Membership Interests are held in the
name of Darren K. Indyke, as nominee for me, and which I direct my Trustees to transfer to
LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns.
14. to RICHARD DAVID KAHN, if he survives me, Ten Million Dollars
($10,000,000).
15. to ANN RODRIGUEZ, if she survives me, Five Hundred Thousand
Dollars ($500,000).
16. to VALDSON VIERA CONTRIN, if he survives me, Five Hundred
Thousand Dollars ($500,000).
17. to if she survives me, Two Hundred Fifty
Thousand Dollars ($250,000), and in addition thereto and whether or not
RABUYO survives me, to or her heirs, successors or assigns, an
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amount equal to the total outstanding debt, including accrued and unpaid interest thereon, due
from to FT Real Estate, Inc., which amount shall be distributed to
or her heirs, successors or assigns, for the sole purpose of being used
to repay a sue outstan ing debt and accrued but unpaid interest.
18. to if she survives me, Forty Thousand
Dollars ($40,000).
19. to MERWIN DELA CRUZ, if he survives me, One Hundred Thousand
Dollars ($100,000).
20. to JANUSZ BANASIAK, if he survives me, Twenty-Five Thousand
Dollars ($25,000).
21. t if he survives me, Two Hundred Thousand Dollars
($200,000), but only i whether in his own name or on behalf of a separate
entity, continues for a period of two years following my death to provide such services as the
Trustees deem necessary or appropriate in respect of one or more of the real pro ernes
beneficially owned by me prior to my death. This bequest shall not be distributed to
prior to the expiration of two years following the date of my death. This equest
shall not be subject to the provisions of Article II, Section 2.5.
22. to if she survives me, Two Hundred Thousand Dollars
($200,000), but only if , whether in her own name or on behalf of a separate
entity, continues for a period of two years following my death to provide such services as the
Trustees deem necessary or appropriate in respect of one or more of the real properties
beneficially owned by me prior to my death. This bequest shall not be distributed to
prior to the expiration of two years following the date of my death. This bequest
shall not be subject to the provisions of Article II, Section 2.5.
23. to BELLA KLEIN, if she survives me, Two Hundred Fifty Thousand
Dollars ($250,000).
24. to DAVID ROGERS, if he survives me, Five Hundred Thousand Dollars
($500,000).
25. to STEVE CHAVEZ, if he survives me, Sixty-Six Thousand Dollars
($66,000).
26. to if she survives me, Forty Thousand Dollars
($40,000).
27. to CYNTHIA CANO, if she survives me, Thirty-Five Thousand Dollars
($35,000).
28. to CARLOS DELGADO, if he survives me, Forty-Two Thousand Dollars
($42,000).
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29.I forgive any loans which I made to the following individuals or
entities:
a) LUCIANO A. FONTANILLA, nt.
b)
c)
d)
e) LESLEY KATHERINE GROFF
0 LAWRENCE PAUL VISOSKI, JR.
g) KARYNA SHULIAK
h)
i)
k)
1)
m) SLK DESIGNS, LLC
30. Upon my death, my Trustees are directed to distribute to DARKEN KEITH
INDYKE, or his heirs, successors or assigns an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she
is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability
company, limited partnership, general partnership, trust or other entity beneficially owned by
one or both of them immediately prior to my death, including, but not limited to, Harlequin
Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be
distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole
purpose of being used to repay all such outstanding and due obligations and liabilities.
31. Upon my death, my Trustees are directed to distribute to RICHARD
DAVID KAHN, or his heirs, successors or assigns an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, trust, or other entity beneficially owned by me immediately prior to my death,
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including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability
company, from RICHARD KAHN, his spouse, LISA KAHN, if she is then married to
RICHARD KAHN, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by one or both of them
immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, a New
York limited liability company, or its successor entities. Said funds shall be distributed to
RICHARD KAHN, or his heirs, successors or assigns, for the sole purpose of being used to
repay all such outstanding and due obligations and liabilities.
32. It is my intention that all amounts due and owing to me by the persons
listed in Article II, Section 2.3.A.29 shall be cancelled upon my death. While at the date of
execution, the cancellation of said loans will not result in taxable income to the beneficiaries, in
the event any changes are made to the applicable tax law, my Trustees are directed to take any
and all steps necessary to ensure that the cancellation of such indebtedness does not result in
any negative tax consequences to the Beneficiaries.
33. 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 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.
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 I 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, one hundred
percent (100%) of the balance of the trust estate shall be transferred to THE BOARD OF
TRUSTEES OF THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter "the
Board"), an educational institution. The property compromising this gift may, for investment
purposes, be merged with any of the investment assets of the Massachusetts Institute of
Technology ("mir), but the gift shall be entered in the books and records of MIT as an
endowed fund known as "THE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Board shall
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use the endowment payout from the Fund to provide financial aid for graduate and
undergraduate students attending MIT. In the event MIT is no longer in existence as of the
date of any required distribution to it, my Trustees are hereby directed to choose among them
another educational institution to benefit from my Trust.
Section 2.5. — Condition Applicable to Certain Bequests
Except as expressly provided herein, no bequest to any Beneficiary of this Agreement
who, during my lifetime, was employed by or provided services to me or any entity that was
owned directly or indirectly by me during my lifetime shall be distributed to said Beneficiary
prior to the expiration of one year following the date of my death. Any Beneficiary of this
Agreement who, during my lifetime, was employed by me or any entity that was owned directly
or indirectly by me during my lifetime, and who, after my death, shall voluntarily discontinue,
or as a result of said Beneficiary's misconduct, cause to be terminated, said Beneficiary's
employment with or provision of services to my estate or any entity or parcel of real property
directly or indirectly owned by me during my lifetime, prior to the expiration of one year
following the date of my death, shall be ineligible to receive any bequest hereunder; provided,
however, that in the event that prior to the expiration of one year following the date of my death,
there is a cessation in the specific operations of my estate or said real property or entity in
respect of which said Beneficiary is employed or provides services, and prior to that cessation,
said Beneficiary had not voluntarily discontinued, or as a result of said Beneficiary's
misconduct, caused to be terminated, said Beneficiary's employment with or provision of
services to my estate or said real property or entity, then my Trustees shall distribute the bequest
hereunder to said Beneficiary within sixty days following the date of such cessation or as soon
as is reasonably practicable thereafter.
Article I I I : Trust Provisions
Section 3.1. - Residence Trust
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 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.
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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
the Board of MIT as provided for in Section 2.4.0 of this Agreement.
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 administered as follows:
A. Any trust property that is real property, including, but not limited to,
improvements, fixtures, permits and other rights of and pertaining to such real property, held
directly by me, or indirectly through ownership of shares of capital stock of a corporation or
membership interests of a company, of which I was the sole beneficial owner prior to my
death, shall be sold by my Trustees and the proceeds thereof held in said trust as soon as is
reasonably practicable following my death. In marketing and effectuating the sale of said real
property, my Trustees shall be guided as nearly as my Trustees determine in their discretion is
possible or appropriate under the then prevailing circumstances by my last express wishes with
respect to the sale of said real property, as shall be contained in the last writing signed by me
and notarized and delivered to at least one of my Trustees prior to my death.
B. 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.
C. 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 the Board of MIT as provided
for in Section 2.4.0 of this Agreement.
Article IV: Trust Termination
If at any time my Trustees determine 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
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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 53. - 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 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
(1) has previously been characterized as ordinary income for income tax purposes or (2) will be
characterized as ordinary income for income tax purposes in the year of such sale, as income
for trust accounting purposes.
Section 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
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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 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.
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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 non-exercise 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
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.
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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.
Section 6.3. - General Investment Powers
A. Except as otherwise provided in this Agreement, my Trustees have
the power with respect to each and ever trust created hereunder:
1. To enter upon and take possession of the assets of such trust and
collect the income and profits from such assets, and to invest and reinvest such assets in
real, personal, or mixed assets (including the common trust funds of a corporate
fiduciary) or in undivided interests therein without being limited by any present or
future investment laws;
2. To retain all or any part of the assets of such 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;
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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, limited liability companies, 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 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
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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, member 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 mists, 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 Trustee and the office of the Executor of my estate;
14. To lease, mortgage, pledge, grant a security interest in, or otherwise
encumber all or any part of the assets of such trust for any term of years whether or not
beyond the term of such trust (including, without limitation, any such action for the benefit
of any of the Beneficiaries of such trust);
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
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"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 suchtrust.
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;
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
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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;
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
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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 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, KATHRYN RUEMMLER shall be appointed the successor trustee. In
the event that any additional Trustees are removed, become incapacitated, or are unwilling
or unable to serve, STEPHEN HANSON shall first be appointed to fill any vacancy, such
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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 one or more than one vacancy in the Trustees and no successor Trustee is
designated pursuant to Section 7.1 who is willing or able to act, my Trustees then serving shall
designate one or more successor Trustees as is necessary to fill such vacancy or vacancies by
written notice delivered to the designated Trustee or Trustees. If there are no Trustees then
serving to fill any of the three vacancies in the Trustees, 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 the successor Trustees to fill such vacancies by an instrument in writing
delivered to the designated Trustees. If the legally competent adult Beneficiaries do not
designate the successor Trustees to fill such vacancies within sixty days after receipt of notice
of such vacancies or if there is no legally competent adult Beneficiary of such trust, then a
successor Trustee shall be named by order of a court of competent jurisdiction, and said
appointed successor Trustee shall designate the remaining Trustees necessary to fill such
vacancies by an instrument in writing delivered to the designated Trustees. All of the fees and
expenses of my Trustees (including attorneys' fees) attributable to the appointment of one or
more successor Trustees 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 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
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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 7.7 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.
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
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be a U.S. domestic trust as defined in Tide 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)(4XD),
if both 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 affect 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. - Definition of Terms
Except as otherwise specifically provided herein, as used in this Agreement,
A. The term "Trustee" means all persons or entities who occupy the office
of Trustee of any trust hereunder while such persons or entities occupy such office, whether
one or more persons or entities occupy the office of Trustee at the same time or times, and
includes any successor Trustee or Trustees. The term "Executor" of a person's estate means all
persons or entities who occupy the office of personal representative, administrator, executor, or
ancillary administrator while such persons or entities occupy such office, whether one or more
persons or entities occupy such office at the same time or times, and includes any successor or
successors to that office. A reference to a person's Will means such person's Last Will and
Testament and any Codicil or Codicils thereto.
B. A reference to any tax also includes any interest or penalties thereon.
The term "my Gross Estate" means my gross estate as finally determined for purposes of
computing my federal estate tax.
C. Whenever the singular number is used, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders.
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
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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 Amended and Restated Trust Agreement on the date set opposite
my signature.
Date n
Jeffrey E. Epstein, Grantor
Date
Eva Andersson Dubin, Trustee
611\41.„( Date 1 Vati
K. Indyke, Trustee
Date /)30)/ 7
Richard D. Kahn, Trustee
STATE OF NEW YORK
) ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this ,Yllay of January, 2017
by JEFFREY E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Sworn t. before me this 3O-111 day of January, 2017.
LESLEY K GROFF
Notary Public • State of New York
NO. 0106285700
Not Public Oual8le0 in New Valli County
My Commission Expires Jut 9 Dot?
— — — — — — — — — — — —
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STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me this day of January, 2017,
by EVA ANDERSSON DUBIN, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this day of January, 2017.
Notary Public
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this30'1"day of January, 2017,
by DARREN K. INDYKE, a Trustee, who is personally known to me or who has produced
as identification.
Swo jy to before me this r day of January, 2017.
0
ry Public
LESLEY K GROFF
Notary Public - State of New York
NO. 01GR6285700
Qualified in New York County
My Commission Expires Jul 8, 2017
STATE OF NEW YORK )
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this 5rday of January, 2017,
by RICHARD D. KAHN, a Trustee, who is personally known to me or who has produced
as identification.
Swo to before me this 301.nday of January, 2017.
Public
LESLEY K GROFF
Notary Public • State of New York
NO. 01GR6285700
Qualified in New York County
My Commission Expires Jul 8. 2017
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