EFTA01266457.pdf

JEFFREY E. EPSTEIN 2018 TRUST
THIS TRUST AGREEMENT dated May 8, 2018 ("Agreement"), by and among JEFFREY
E. EPSTEIN, as Grantor (the "Grantor"), and DARREN K. INDYKE, RICHARD D. KAHN, and
KATHERYN H. RUEMMLER, as Trustees (the "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.
The trust created by this Agreement ("Trust") shall be known as the "The Jeffrey E.
Epstein 2018 Trust".
Article I During My Lifetime
The following provisions shall apply during my lifetime:
Section 1.1. - Disbursement of Income
All of the income derived from the property held in this Trust (the "Trust Estate") shall
be paid to me, or accumulated or paid as I may direct in writing from time to time.
Section 1.2. - Disbursement of Principal
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 solely by
me and delivered to no less than one Trustee of this Trust.
B. I reserve the right, at any time and from time to time, in my sole and
unfettered discretion, to remove any Trustee by delivering to no less than one Trustee of this
Trust a written instrument executed and acknowledged solely by me.
C. I reserve the right, at any time, to revoke this Trust in its entirety or, at
any time and from time to time, to revoke any provision hereof by delivering to no less than one
Trustee of this Trust a written instrument executed and acknowledged solely by me.
D. I reserve the right, at any time and from time to time, to withdraw or
appoint any part or all of the principal of the Trust Estate by delivering to no less than one
Trustee of this Trust a written instrument executed and acknowledged solely by me.
E. I reserve the right, at any time and from time to time, to transfer to my
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Trustees, by gift, by Will or by beneficiary designation, such additional property, including life
insurance policies, as I may desire. Any such additional property shall be held on the same terms
as are then applicable to the original Trust Estate, except that it may be transferred subject to
conditions and provisions of special application to such additional property.
Article II After My Death
The following provisions shall apply after my death:
Section 2.1. - Payment of My Debts and of Taxes and Expenses
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
Executors 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 Executors of my probate estate direct 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 Executors of my probate estate) provided in my Will,
my Trustees shall pay such unpaid bequests from the principal of the Trust Estate. If my Will
provided for a specific bequest or devise of specified assets and such bequest or devise could
not be satisfied from my probate estate because such assets were held by my Trustees at my
death, my Trustees shall distribute such assets to satisfy such bequest or devise.
To the extent the assets of the Trust are insufficient to satisfy all bequests, I direct my
Trustees to first pay all specific bequests in Article II, Sections 2.3(A)(12), (30), (31), and (32),
and the bequest in Article II, Section 2.3(A)(33), then next comply with the provisions of Article
II, Sections 2.3(A)(6), (17), (23), (24), (25), (26), (27), (28) and (29), and to the extent assets are
insufficient to pay all of the remaining bequests in Article II, Section 2.3(A), then the
beneficiaries of all such remaining bequests in Article II, Section 2.3(A) 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:
1. to if she survives me, Four Million Dollars
($4,000,000), plus an annuity to be purchased by my Trustees for the benefit of
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from a reputable financial institution in the amount of Ten Million Dollars
(aiu,uuu,u ), which annuity shall be payable monthly for the life of ith a
lum sum in the amount of the then remaining principal balance payable to the estate
upon her death.
2. to if she
survives me, Four Million Dollars ($4.000,000), plus an annuity to be purchased by my Trustees
for the benefit of from a reputable financial institution in the amount of
Ten Million llars ($10,000,000), which annuity shall be payable monthly for the life of
e amount of the then remaining principal balance payable to
upon her death.
3. to KARYNA SHULIAK, if she survives me, Twenty Million Dollars
($20,000,000), plus an annuity to be purchased by my Trustees for the benefit of KARYNA
SHULIAK from a reputable financial institution in the amount of Twenty Million Dollars
($20,000,000), 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, Two Million
us an utty TO oe purcnasea by my Trustees for the benefit of
rom a reputable financial institution in the amount of Ten Million Dollars
i 'TIT' I I I which annuity shall be payable monthly for the life of
a lum sum in e amount of the then remaining principal balance payable to the estate of
upon her death.
5. to DARREN KEITH INDYKE, if he survives me, Twenty Million Dollars
($20,000,000).
6. 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 and intention that, upon my death and the receipt by the Trust of the assets from my estate,
the Trustees shall treat said $3,000,000 as having been distributed by the Trust to MICHELLE
FERN SAIPHER, as the sole member of KCAC, LLC, as then having been repaid by MICHELLE
FERN SAIPHER on behalf of KCAC, LLC to FT Real Estate, Inc. and as then having been
distributed by FT Real Estate, Inc. to the Trust, as the sole shareholder of FT Real Estate, Inc. It
is further my express desire and intention, as the sole shareholder of FT Real Estate, Inc., that
upon my death and the receipt by the Trust of the assets from my estate, FT Real Estate, Inc. be
directed to cancel and terminate said real estate purchase contract as contemplated herein;
provided, however, that such distribution shall not be made or deemed to have been 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 my death or if prior to
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my death said real estate purchase contract has been terminated or is otherwise no longer in effect.
7. to f she survives me, Two Million Dollars
s an a rustees for the benefit of
from a reputable financial institution in the amount of Four Million
which annuity shall be payable monthly for the life of
nt of the then remaining principal balance payable
pon her death.
8. to f she survives me, Two Million Dollars
($2,000,000), plus an my Trustees for the benefit of
from a reputable financial institution in the amount of Eight MilliolicWs
„ , which annuity shall be payable monthly for the life o with
a lum sum in the amount of the then remaining principal balance pays e to 1 ie estate of
pon her death.
9. to LESLEY KATHERINE GROFF, if she survives me, Two Million
Dollars ($2,000,000).
10. to LARWRENCE PAUL VISOSKI, JR., if he survives me, Two Million
Dollars ($2,000,000).
11. to if he survives me, an annuity to be
purchased by my Trustees for the benefit of rom a reputable
financial institution in the am' f Two 1 ion o ars w tc annuity shall be
payable monthly for the life o with a lump so
of the then remainin rinci • ing children o
12. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns,
whether or not LUCIANO A. FONTANILLA, JR. surivives me, all of my interest in the property,
. .
improvements, fixtures, permits located at,
and known and referred to as, y interest
consists of 100% of the issued an ou s an ing em ers 1p n eres rn yn c ojo, LC, 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.
13. to RICHARD DAVID KAHN, if he survives me, Twenty Million Dollars
($20,000,000).
14. to ANN RODRIQUEZ, if she survives me, Five Hundred Thousand
Dollars ($500,000).
15. to VALDSON VIERA CONTRIN, if he survives me, Five Hundred
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Thousand Dollars ($500,000).
16. to III if she survives me, Two Hundred Fifty
Thousand Dollars ($250, .
17. whether or not survives me, to
M
or her heirs, successors or assigns, an amount equal to the total outstanding e t,
g ithout limitation, all principal and all accrued and unpaid interest thereon, due from
It is my express desire and intention that, upon
my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the full
amount of said outstanding debt, including, without limitation, all principal and accrued and
unpaid interest thereon, as having been distributed by the Trust to or
her heirs, successors or assigns, for the sole purpose of being used
debt and accrued but unpaid interest, as then having been repaid by
and then as having been distributed to the T as es o e s o
18. to MERWIN DELA CRUZ, if he survives me, One Hundred Thousand
Dollars ($100,000).
19. to BRICE GORDON, if he survives me, Two Hundred Thousand Dollars
($200,000), but only if BRICE GORDON, 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 properties
beneficially owned by me prior to my death. This bequest shall not be distributed to BRICE
GORDON 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.
21. to BELLA KLEIN, if she survives me, Two Hundred Fifty Thousand
Dollars ($250,000).
22. to DAVID ROGERS, if he survives me, Five Hundred Thousand Dollars
($500,000).
23. I forgive any loans which I made to the following individuals or entities:
a) LUCIANO A. FONTANILLA, JR.
b)
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LESLEY KATHERINE GROFF
KARYNA SHULIAK
SLK DESIGNS, LLC
JSC INTERIORS, LLC
24. Upon my death, my Trustees are directed to distribute to DARREN KEITH
INDYKE, or his heirs, successors or assigns, an amount equal to the sum of all financial
obligations and liabilities then outstanding and due to me, or any corporation, limited liability
company, 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. It is my
express desire and intention that, upon my death and the receipt by the Trust of the assets from
my estate, the Trustees shall treat the total sum of all such financial obligations and liabilities as
having been distributed by the Trust to DARREN KEITH INDYKE, or his heirs, successors or
assigns, and as then having been repaid by DARREN KEITH INDYKE, or his heirs, successors
or assigns, to the Trust in repayment of all such liabilities and obligations due to me, or any
corporation, limited liability company, trust, or other entity beneficially owned by me
immediately prior to my death, including, but not limited to, Southern Financial, LLC, from
DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then married
to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited
partnership, general partnership, trust or other entity beneficially owned by one or both of them
immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, or its
successor entities.
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25. 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, including, but not
limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from
RICHARD DAVID KAHN, his spouse, LISA KAHN, if she is then married to RICHARD
DAVID KAHN, and/or any corporation, limited liability company, limited partnership, general
partnership, trust or other entity beneficially owned by one or both of them immediately prior
to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited liability
company, or its successor entities. Said funds shall be distributed to RICHARD DAVID KAHN,
or his heirs, successors or assigns, for the sole purpose of being used to repay all such
outstanding and due obligations and liabilities. It is my express desire and intention that, upon
my death and the receipt by the Trust of the assets from my estate, the Trustees shall treat the
total sum of all such financial obligations and liabilities as having been distributed by the Trust
to RICHARD DAVID KAHN, or his heirs, successors or assigns, and as then having been repaid
by RICHARD DAVID KAHN, or his heirs, successors or assigns, to the Trust in repayment of
all such liabilities and obligations due to me, or any corporation, limited liability company, trust,
or other entity beneficially owned by me immediately prior to my death, including, but not
limited to, Southern Financial, LLC, from RICHARD DAVID KAHN, his spouse, LISA
KAHN, if she is then married to RICHARD DAVID KAHN, and/or any corporation, limited
liability company, limited partnership, general partnership, trust or other entity beneficially
owned by one or both of them immediately prior to my death, including, but not limited to,
Coatue Enterprises, LLC, or its successor entities.
26. Upon my death, my Trustees are directed to distribute to PAUL BARRETT,
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, from PAUL
BARRETT, and/or any corporation, limited liability company, limited partnership, general
partnership, trust or other entity beneficially owned by him immediately prior to my death,
including, without limitation, Osborne Lane Capital, LLC, a New York limited liability
company, or its successor entities. Said funds shall be distributed to PAUL BARRETT, or his
heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and
due obligations and liabilities. It is my express desire and intention that, upon my death and the
receipt by the Trust of the assets from my estate, the Trustees shall treat the total sum of all such
financial obligations and liabilities as having been distributed by the Trust to PAUL BARRETT,
or his heirs, successors or assigns, and as then having been repaid by PAUL BARRETT, or his
heirs, successors or assigns, to the Trust in repayment of all such liabilities and obligations due
to me, or any corporation, limited liability company, rust, or other entity beneficially owned by
me immediately prior to my death, including, but not limited to, Southern Financial, LLC, from
PAUL BARRETT, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by him immediately prior to my
death, including, but not limited to, Osborne Lane Capital, LLC, or its successor entities.
27. Upon my death, my Trustees are directed to distribute to LAWRENCE
PAUL VISOSKI, JR., or his heirs, successors or assigns, an amount equal to the sum of all
financial obligations and liabilities then outstanding and due to me, or any corporation, limited
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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 LAWRENCE PAUL VISOSKI, JR., his spouse, EILEEN VISOSKI, if she is
then married to LAWRENCE PAUL VISOSKI, JR., and/or both of them jointly, and/or any
corporation, limited liability company, limited partnership, general partnership, trust or other
entity beneficially owned by one or both of them immediately prior to my death. Said funds
shall be distributed to LAWRENCE PAUL VISOSKI, JR., or his heirs, successors or assigns,
for the sole purpose of being used to repay all such outstanding and due obligations and
liabilities. It is my express desire and intention that, upon my death and the receipt by the Trust
of the assets from my estate, the Trustees shall treat the total sum of all such financial obligations
and liabilities as having been distributed by the Trust to LAWRENCE PAUL VISOSKI, JR., or
his heirs, successors or assigns, and as then having been repaid by LAWRENCE PAUL
VISOSKI, JR., or his heirs, successors or assigns, to the Trust in repayment of all such liabilities
and obligations due to me, or any corporation, limited liability company, trust, or other entity
beneficially owned by me immediately prior to my death, including, but not limited to, Southern
Financial, LLC, from LAWRENCE P. VISOSKI, JR., his spouse, EILEEN VISOSKI, and/or
both of them jointly, and/or any corporation, limited liability company, limited partnership,
general partnership, trust or other entity beneficially owned by one or both of them immediately
prior to my death.
28. U n my death my Trustees are directed to distribute to each of LESLEY
!CATHERINE GROFF , BELLA KLEIN and ANN RODRIQUEZ, or
her heirs, successors or assigns, an amount equal to the sum of all financial obligations and
liabilities then outstanding and due from her 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, and FT
Real Estate, Inc., a U.S. Virgin Isl sCArnrwsitinn gala filmic than be distributed to each of
LESLEY KATHERINE GROFF, ELLA KLEIN and ANN
RODRIQUEZ, or her heirs, succe rs or assigns, ror me sole p se of being used to repay
all such outstanding and due obligations and liabilities. It is my express desire and intention
that, upon my death and the receipt by the Trust of the assets from my estate, the Trustees shall
treat the total sum of all such financial obligationsF] ' ' ,n distributed by
the Trust to each of LESLEY KATHERINE GROF BELLA KLEIN
and ANN RODRIQUEZ, or her heirs, successors or assigns, and as then having been repaid by
each of LESLEY KATHERINE GROFF, BELLA KLEIN and ANN
RODRIQUEZ, or her heirs, successors or Issigns, to me rust in repayment of all such liabilities
and obligations due from her to me, or any corporation, limited liability company, trust, or other
entity beneficially owned by me immediately prior to my death, including, but not limited to,
Southern Financial, LLC and FT Real Estate, Inc.
29. It is my express desire and intention that all amounts due and owing to me
by the persons listed in Article II, Section 2.3(AX23) shall be cancelled upon my death. While
at the date of execution of this Amendment, the cancellation of said loans will not result in
taxable income to any such persons, in the event any changes are made to the applicable tax law,
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 such persons. In that
regard, as necessary, all such amounts due and owing to me by the persons enumerated in Article
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II, Section 2.3(AX23) may be be deemed to have been distributed by the Trust to such persons
and repaid by such persons to the Trust. It is also my express desire and intention that all
financial obligations and liabilities enumerated in Article II, Sections 2.3(A)(6), (17), (24), (25),
(26), (27) and (28) shall be deemed to be terminated upon my death, and that such termination
shall not result in taxable income to any of the Beneficiaries enumerated in such Sections, and
my Trustees are directed to take any and all steps necessary to ensure that the termination of
such obligations and liabilities does not result in any negative tax consequences to such
Beneficiaries.
30. I give to if she survives me, in a separate trust,
the provisions of which are set forth in Article III, Section 3.1, all of my interest in all
apartments, improvements, fixtures, permits and other rights of and pertaining to the premises
located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The
interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the
5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI
JEP, a French company of which I own 999 of the 1,000 outstanding shares. Such interest is
hereinafter referred to as the "Paris Property". In addition, I give to this separate trust for the
benefit of f she survives me, the sum of One Million Dollars
(51,000,06) w pay vor me upet dung expenses for the said premises. Operating expenses shall
include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance
and repairs and common charges.
31. I give to KARYNA SHULIAK, if she survives me, all of my interest in the
property, leases, ri hts ermits improvements and fixtures com rising and pertaining to Zorro
Ranch, located al 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. Such interest is hereinafter referred to as the "New Mexico
Property".
32. I give to KARYNA SHULIAK, if she 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, 358 El Brillo Way, Palm Beach, Florida. My interest
consists of 10,000 shares of common stock of Laurel, Inc., a United States Virgin Islands
corporation, which holds legal title to the same. Such interest is hereinafter referred to as the
"Florida Property".
33. I give to KARYNA SHULIAK, if she survives me, in a separate trust, the
provisions of which are set forth in Article III, Section 3.2, the sum of Ten Million Dollars
($10,000,000) to pay for the operating expenses of the New Mexico Property and the Florida
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:
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A. One Hundred percent (100%) thereof tot f she
survives me, in separate trust, the provisions of which are set forth In Article Itt, Section 3.3.
B. If does not survive me, one hundred percent
thereof to EVA ANDE SON DUI31N, it 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 ("MIT"),
but the gift shall be entered in the books and records of MIT as an endowed fluid known as
"THE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Board shall 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
A. Except as expressly provided herein, no bequest to any Beneficiary of this
Agreement who, during my lifetime, was employed by or provided services to me or any entity
that was owned directly or indirectly by me during my lifetime or HBRK Associates, Inc. or
Darren K. Indyke, PLLC, shall be distributed to said Beneficiary prior to the expiration of two
years following the date of my death. Any Beneficiary of this Agreement who, during my
lifetime, was employed by or provided services to me or any entity that was owned directly or
indirectly by me during my lifetime or HBRK Associates, Inc. or Darren K. Indyke, PLLC, and
who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's misconduct,
cause to be terminated, said Beneficiary's employment with or provision of services to my estate
or any entity or parcel of real property directly or indirectly owned by me during my lifetime or
HBRK Assoicates, Inc. or Darren K. Indyke, PLLC, prior to the expiration of two years following
the date of my death, shall be ineligible to receive any bequest hereunder; provided, however,
that in the event that prior to the expiration of two years following the date of my death, there is
a cessation in the specific operations of my estate or said real property or entity or HBRK
Associates, Inc. or Darren K. Indyke, PLLC 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 or HBRK
Associates, Inc. or Darren K. Indyke, PLLC, 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.
B. In order to provide for the continued and uninterrupted maintenance and
operation of the assets in my Trust Estate following my death, my Trustees shall ensure that all
persons who were employed by, or provided services to, me or any entity directly or indirectly
owned by me or HBRK Associates, Inc. or Darren K. Indyke, PLLC, shall continue to be so
employed or to so provide such services for a period of two (2) years following the date of my
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death; provided, however, that my Trustees shall have the right terminate the employment or the
engagement of any such employees or service providers if and at such times as my Trustees
determine in their discretion that there is cause for such termination. For purposes of this Section
2.5 of this Article II, cause for such termination shall include, without limitation, physical or
mental incapacity, intentional misconduct, insubordination, breach of duty, disloyalty,
dishonesty, fraud, embezzlement, theft, abusive or inappropriate workplace behavior, substance
abuse, criminal misconduct (whether or not pertaining to the assets in the Trust Estate), decrease
or cessation of the need for employment or services, or any other circumstances causing my
Trustees to determine in their discretion that there is cause for such termination. The obligation
of my Trustees to ensure such continued employment or provision of services shall include,
without limitation, payment for the costs and expenses of all items of compensation, remuneration
and benefits as shall then be in effect at the then current rates and in the then current amounts
immediately prior to my death.
C. The provisions of this Section 2.5 of this Article II shall not apply to my
Trustees so long as they continue to serve as my Trustees hereunder.
D. The provisions of this Section 2.5 of this Article II shall not apply to the
provisions of Sections 2.3(AX6), (12), (17), (23), (24), (25), (26), (27), (28), (29), (30), (31),
(32) and (33) of this Article II.
Section 2.6. - Trust Property that Is Real Property
Except for property directed to be held in trust for a Beneficiary pursuant to the provisions
of Article III, Section 3.1, any trust property, including, without limitation, trust property directed
to be held in trust for a Beneficiary pursuant to the provisions of Article III, Section 3.3, 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 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.
Article III Iwasaki=
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.
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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 all tangible personal property associated therewith that
is part of the Trust Estate 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
the Board of MIT as provided for in Section 2.4(C) of Article II.
Section 3.2. — Trust for Operating Expenses of the New Mexico Property and the Florida Property
All sums directed to be held in trust for KARYNA SHULIAK pursuant to the
provisions of this Section 3.2 of this Article III shall be administered as follows:
A. DARREN K. INDYKE and RICHARD D. KAHN shall be the Trustees
of the trust created pursuant to the provisions of Article II, Section 2.3(A)(33) and this Section
3.2 of this Article III.
B. Unless and until such trust terminates as provided in Section 3.2(E) of
this Article III, the Trustees may, in their discretion, apply at any time and from time to time
any part or all of the income of such trust and such sums from any part or all of the principal of
such trust to the payment of any and all operating expenses for either or both of the New Mexico
Property and the Florida Property, provided that such property is then solely beneficially owned
by KARYNA SHULIAK.
C. For purposes of this Section 3.2 of Article III, "Operating expenses" shall
include, but not be limited to, all expenses that the Trustees, in their discretion, determine are
required or appropriate in order to pay property insurance, real estate taxes, utilities and general
maintenance and repairs for the said properties.
D. For the sake of clarity, the Trustees shall not at any time pay from the
income or principal of such trust any operating expenses for any property that is not then solely
beneficially owned by KARYNA SHULIAK, including, without limitation, for this purpose,
any property that is not then solely beneficially owned by KARYNA SHULIAK as a result of
the acquisition by any third party, whether by sale, transfer, assignment, other disposition,
merger, condemnation, abandonment, adverse possession or other operation of law, of any
interest in said property, including, without limitation, a security interest, mortgage or lien on
said property, or the acquisition by any third party of any such interest in any entity (including,
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without limitation, any such interest in any shares of stock, membership interests or other
ownership interests of such entity) that is the record tide holder of said property, and the Trustees
shall not pay from the income or principal of this trust any expenses incurred in connection with
creating, servicing or extinguishing any debt that is incurred on either of said properties or that
is incurred by any record title holder of either of said properties, or any expenses in connection
with the sale, transfer, assignment, or other disposition of any direct or indirect interest in either
of said properties or in any record tide holder of either of said properties (including, without
limitation, a security interest, mortgage and/or lien). For purposes hereof, a "third party" means
any person (including a spouse or other relative of KARYNA SHULIAK) who is not KARYNA
SHULIAK, or any entity, including, without limitation, a corporation, partnership, limited
partnership, limited liability company, trust or other entity, that is not wholly beneficially owned
by KARYNA SHULIAK and over which KARYNA SHULIAK does not exercise exclusive
decision making authority. For purposes of this Section 3.2(D) of this Article III, the grant by
KARYNA SHULIAK, whether by proxy, power of attorney, or otherwise, of decision making
authority with respect to the New Mexico Property or the Florida Property, or the record title
holder thereof, may be deemed by the Trustees in their discretion as the loss by KARYNA
SHULIAK of exclusive beneficial ownership of such property or record title holder for so long
as the Trustees in their discretion shall continue to deem that loss to be so.
E. Immediately upon the occurrence of any of the following events, the trust
under the provisions of this Section 3.2 of this Article III shall terminate, no further payments
shall be made from the income or principal of such trust other than for operating expenses that
accrued prior to the date of such event, and the Trustees shall distribute all principal and income
then remaining in such trust pursuant to the provisions of Section 3.2(F) of this Article Ill:
1. The death of KARYNA SHULIAK;
2. The permanent mental incapacity of KARYNA SHULIAK as determined
by the Trustees in their discretion;
3. KARYNA SHULIAK shall cease to be the exclusive beneficial owner of
at least one of the New Mexico Property and the Palm Beach Property, as
determined by the Trustees in their discretion accordance with the
provisions of Section 3.2(D) of this Article III;
4. Other than by reason of her temporary mental incapacity, KARYNA
SHULIAK shall cease to exercise exclusive decision making authority
over at least one the New Mexico Property and the Palm Beach Property,
as determined by the Trustees in their discretion
F. Upon the termination of the trust as provided in Section 3.2(E) of this
Apcle_111.Ahei anas_s'iall distribute 100% the remaining principal and income of such trust
to if she is then surviving. I is not then
surviving, then the Trustees shall distribute 100% the remaining principal and income of such
trust to EVA ANDERSSON DUBIN, if she is then surviving. If EVA ANDERSSON DUBIN
is not then surviving, then the Trustees shall distribute 100% of the remaining principal and
income of such trust to the Board of MIT as provided for in Article II, Section 2.4(C) of this
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Agreement.
Section 3.3. - Residuary Trusts
Any property directed to be held in trust for a Beneficiary pursuant to the provisions of
this Section 3.3 of Article III shall be administered as follows:
G. 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.
H. 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 Article
II, Section 2.4(C) of this Agreement.
Article IV Trust Terminating
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
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
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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 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
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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.
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
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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. — EquitableAdjustment
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
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
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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 every trust created hereunder:
I. 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 marner, (a) to make oil, gas and mineral leases or subleases; (b) to pay
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delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other
charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of
such rights and interests; (d) to surrender or abandon, with or without consideration, any or
all of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (0
to make reservations or impose conditions on the transfer of any such rights or interests; (g)
to employ the most advantageous business form in which properly to exploit such rights and
interests, whether as corporations, partnerships, limited partnerships, mining partnerships,
joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (h) to
produce, process, sell or exchange all products recovered through the exploitation of such
rights and interests, and to enter into contracts and agreements for or in respect of the
installation or operation of absorption, reprocessing or other processing plants; (i) to carry
any or all such interests in the name or names of a nominee or nominees; G) to delegate, to
the extent permitted by law, any or all of the powers set forth herein to the operator of such
property; and (k) to employ personnel, rent office space, buy or lease office equipment,
contract and pay for geological surveys and studies, procure appraisals, and generally to
conduct and engage in any and all activities incident to the foregoing powers, with full power
to borrow and pledge in order to finance such activities; together with the power to allocate
between principal and income any net proceeds received as consideration, whether as
royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals,
and all other natural resources;
6. To hold all or any part of the assets of such trust in cash or in bank accounts
without the necessity of investing the same;
7. To improve, repair, partition, plat, or subdivide all or any part of the assets
of such trust;
8. To litigate, defend, compromise, settle, abandon, or submit to mediation
or arbitration on such terms and conditions as 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
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liability company, or individual with respect to stocks, securities, or debts held by such trust;
12. Except as provided in Sections 6.3(B), (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
"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
IS. 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,
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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 orapproval;
B. To delegate, in whole or in part, to any person or persons the authority
and power to (I) 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
(I) 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
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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;
13. 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 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 111v 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
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only in the event a power of appointment is not exercised) shall not be treated as a person who
is or may be a Beneficiary of such trust.
B. A Trustee of any trust hereunder may by a written notice delivered to the
other Trustee (or Trustees) of such trust decline to participate in the decision to exercise or not
exercise any fiduciary power granted by this Agreement or bylaw.
C. If a Trustee of any trust hereunder is not empowered (because of a
conflict of interest, declination to act or otherwise) to participate in the decision to exercise or
not exercise any fiduciary power granted by this Agreement or by law, then the remaining
Trustee or Trustees of such trust shall be empowered to make such decision. If no Trustee or
successor Trustee is empowered to participate in such decision, 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
A. In the event a Trustee of any trust created pursuant to the provisions of
Section 2.3(A)(33) of Article II and Section 3.2 of Article III, or any successor Trustee thereof,
resigns, is removed, becomes incapacitated or is unwilling or is unable to serve, a successor
Trustee shall be appointed to fill the vacancy thereby created, such that the total number of
Trustees acting on behalf of such trust at all times shall be two. Said successor Trustee may be
appointed at any time by the Trustees then acting, or, if, as a result of said vacancy, only one
Trustee is then acting, by the sole remaining Trustee then acting.
B. Except as specifically provided in Section 7.1(A) of this Article VII, in
the event a Trustee of the Trust resigns, is removed, becomes incapacitated or is unwilling or
is unable to serve, a successor Trustee shall be appointed to fill the vacancy thereby created,
such that the total number of Trustees acting on behalf of the Trust at all times shall be three.
BARNABY MARSH shall first be appointed to fill any such vacancy, and thereafter the
successor Trustee appointed to fill any such vacancy shall be appointed by the Trustees then
acting, including, but not limited to, if there are fewer than three Trustees then acting.
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
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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, 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.
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 IS, 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
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accountings by Trustees. Furthermore, pursuant to Section 1107, Title 15, of the Virgin Islands
Code, I hereby relieve my Trustees and any successor Trustees, to the extent allowable, from
any and 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 of this Article VII 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
be a U.S. domestic trust as defined in Title 26 section 7701(a)(30) of the Code by virtue of
meeting the court and control test. As provided in Treas Reg. section 301.770 I -7(c)(4)(D),
if both a United States court and a foreign court are able to exercise primary supervision over
the administration of the trust, the trust meets the court test.
Notwithstanding anything to the contrary in this Agreement, 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
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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 this 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 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 opposite my signature.
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Date \
Date S
Date Sl obe
Richard D. Kahn, Trustee
r
itA /I, pf..4 Date Sidi //
Kathryn H. Ruemmler, Trustee
STATE OF NEW YORK
) ss:
COUNTY OF NEW YORK
The foregoing instrument was subscribed and sworn to before me thi&Iday of May, 2018 by JEFFREY
E. EPSTEIN, the Grantor, who is personally known to me or who has produced
as identification.
Sworn to before me this
r Ih day of May, 2018.
IMBIBE AVOW
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
chialiht (toitli
Qualified in Richmond County
My Commission Expires October 10. 2011
Notary Public
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK )
The foregoing instrument was subscribed and sworn to before me this day of May, 2018, by DARREN
K. INDYKE, a Trustee, who is personally known to me or who has produced as
identification.
Sworn to before me this
SLY)
day of May, 2018.
IMBIBE AVOW
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Outew
Qualified in Richmond County
My Commission Expires October 14, 2016
Notary Public
27
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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 May, 2018, by
RICHARD D. KAHN, a Trustee, who is personally known to me or who has produced
as identification.
Sworn to before me this
day of May, 2018.
HABIBE AVOIU
NOTARY PUBLIC-STATE OF NEW YORK
CThfrib (WI LI
No. 01AV6313116
Qualified In Richmond County
Notary Public
My Commission Expires Octanes Id. 2010
STATE OF
)ss:
COUNTY OF
The foregoing instrument was subscribed and sworn t b day of May, 2018, by
KATHRYN H. RUEMMLER, a Trustee, who is personally known to me r who has produced
as identification.
Sworn to before me this
of day of May, 2018.
Notary Public
• „ '
28
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SCHEDULE A
Demist... of Trust PronerD,
8100.00
CONFIDENTIAL
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