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THE 2007 IEFFREY E. EPSTEIN INSURANCE TRUST #3
DESIGNATION AND ACCEPTANCE OF ADDITIONAL TRUSTEE
Pursuant to the provisions of Article EIGHTH of THE 2007 JEFFREY E.
EPSTEIN INSURANCE TRUST #3, dated November 1, 2007 (the 'Trust"), the
undersigned Trustee, DARREN K. INDYKE, being the last acting Trustee of the Trust,
hereby designates RICHARD KAHN as an additional Trustee of the Trust, effective
upon said designated additional Trustee's qualification by executing this instrument
to evidence his acceptance of such designation and his agreement to execute his
duties as Trustee to the best of his ability.
Dated: December17 2012
DARREN K. INDYKE, Trustee
The undersigned, RICHARD KAHN, hereby accepts the foregoing designation
as additional Trustee under the provisions of THE 2007 JEFFREY E. EPSTEIN
INSURANCE TRUST #3 and hereby agrees to execute his duties as Trustee thereof to
the best of his ability.
Dated: December _272012
RIIARD KAHN, Trustee
JEFFREY E. EP , Grantor
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THE 2007 JEFFREY LIPSTEIN INSURANCE TRUST #3
RESIGNATION OF TRUSTEE
Pursuant to the provisions of Article EIGHTH of THE 2007 JEFFREY E.
EPSTEIN INSURANCE TRUST #3, dated November 1, 2007 (the "Trust"), the
undersigned Trustee, LAWRENCE NEWMAN, hereby resigns as Trustee of the Trust,
effective upon the designation of an additional Trustee of the Trust by, DARREN K.
INDYKE, the last remaining Trustee of the Trust, and the qualification of the
designated additional Trustee.
Dated: December a 2012
origiArprey. c.c. )10-44.0,--AN
LAWRENCE NEWMAN
Ipt ackn
JEFFRE' E. EPSTE , Grantor
v
DARREN K. INDYKE, Trustee
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THE 2007 JEFFREY E. EPSTEIN INSURANCE TRUST #3
GRANTOR'S REVOCATION OF DESIGNATION OF SUCCESSOR TRUSTEES
WHEREAS, Jeffrey E. Epstein is the Grantor (the "Grantor") under the provisions
of THE 2007 JEFFREY E. EPSTEIN INSURANCE TRUST #3 (the "Insurance Trust"), dated
November 1, 2007;
WHEREAS, pursuant to the power granted in Article EIGHTH of the Insurance
Trust, designations of successor Trustees may be revoked in writing by the maker
thereof at any time prior to the qualification of the Trustee so designated;
WHEREAS, pursuant to Article EIGHTH of the Insurance Trust, the Grantor
originally designated Eva Andersson Dubin and Abigail S. Wexner as successor Trustees
under the Insurance Trust in the event that the current Trustees, Darren K. Indyke and
Lawrence Newman, cease for any reasons to act as Trustee;
WHEREAS, both Darren K. Indyke and Lawrence Newman are currently acting
as Trustees and neither Eva Andersson Dubin nor Abigail S. Wenxer has qualified as
Trustee; and
WHEREAS, the Grantor desires by this instrument to revoke the designation of
both Eva Andersson Dubin and Abigail S. Wexner;
NOW, THEREFORE, pursuant to the power granted in Article EIGHTH of the
Insurance Trust, the Grantor hereby revokes the 9ran or •esignation • —both Eva
Andersson Dubin and Abigail S. Wexner as succ sor Trustee the Insurance
Trust.
Date: December 2012
JEFPREY E. EPS TOR
Receipt acknowledged b •
DARREN K. INDYKE, Trustee
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THE 2007 JEFFREY E. EPSTEIN INSURANCE TRUST #3
CHANGE OF BENEFICIARIES
WHEREAS, Darren K. Indyke and Lawrence Newman are the acting Trustees
(the "Trustees") under the provisions of THE 2007 JEFFREY E. EPSTEIN INSURANCE
TRUST #3 (the "Insurance Trust"), dated November 1, 2007;
WHEREAS, pursuant to the power granted to the Trustees in Section (b)(7) of
Article FIRST of the Insurance Trust, by written instrument dated January 27, 2012 (the
"January 27 Instrument"), the Trustees deleted all of the beneficiaries named under
Sections (b)(1) through (b)(6) of Article FIRST of the Insurance Trust and added certain
beneficiaries, who, upon the death of the Grantor of the Insurance Trust, would be
entitled to the principal and all accumulated income from the Insurance Trust; and
WHEREAS, pursuant to the power granted to the Trustees in Section (b)(7) of
Article FIRST of the Insurance Trust, the Trustees desire again to delete all of the
beneficiaries, who, pursuant to the January 27 Instrument, were added as beneficiaries
entitled to principal and all accumulated income of the Insurance Trust upon the death
of the Grantor thereof, and to add as beneficiaries upon the death of the Grantor of the
Insurance Trust the beneficiaries identified in this instrument;
NOW, THEREFORE, pursuant to the power granted to the Trustees in Section
(b)(7) of Article FIRST of the Insurance Trust, the Trustees hereby take the following
action:
1. The Trustees hereby delete all of the beneficiaries named, pursuant to
the January 27 Instrument, as beneficiaries under the Insurance Trust entitled to the
principal and all accumulated income of the Insurance Trust upon the death of the
Grantor thereof, and direct that, upon the death of the Grantor of the Insurance Trust,
all the principal and all accumulated income from the Insurance Trust shall be
distributed as follows:
A. One hundred percent (100%) thereof to
if she survives the Grantor, in separate trust, the provisions of which arc set forth in
Section 2 below.
B. If does not survive the Grantor, one
hundred percent (100%) thereof to EVA ANDERSSON DUBIN, if she survives the
Grantor.
2. Any property directed to be held in trust for
pursuant to the provisions of this Section 2 shall be distributed as follows:
A. The 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 the Trustees, in their discretion, from
time to time and at any time shall determine for any reason whatsoever to, for the benefit
of, or on behalf of Any income not so paid shall annually be
added to the principal of the trust.
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13. Upon the death of the Trustees shall
distribute the remainin rinci al of the trust to EVA ANDERSSON DUBIN, if she then
survives . If EVA ANDERSSON DUBIN does not survive
, then the Trustees shall distribute the remaining principal of the
trust to any one or more persons selected by the Trustees, in the Trustees' discretion,
other than the estate of the Grantor of the Insurance Trust, the creditors of the estate of
the Grantor of the Insurance Trust, the Trustees, members of the respective families of
the Trustees, the respective estates of the Trustees, the respective creditors of the Trustees
or the creditors of the respective estates the Trustees.
C
Date: November _52012 af4LL-
DARREN K. INDYKE, Trustee
Date: November 2 , 2012 freLaear.06-Ct. >titA.APPOISI
LAWRENCE NEWMAN, Trustee
JEFFREY E. EPSTEIN, Grantor
Pvj
STATE OF yank
) ss.:
pa- tort
COUNTY OF
The foregoing instrument was subscribed and sworn to before me this eft-
day of November, 2012, by DARREN K. INDYKE, a Trustee, who is personally known
to me or who produced as identification.
`7
4 itgC1
Signature of otary Public
My Commission Expires:
(Print, type or stamp commissioned name of Notary Public)
HARRY I. BELLER
Notary Public, State of New York
No. 018E4853924
Qualified In Rockland County
Commission Expires Feb. 17, 2041
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STATE OF New- Y~ It
) ss.:
mew yn-t-
COUNTY OF
The foregoing instrument was subscribed and sworn to before me this 2' ee
day of November, 2012, by Lawrence Newman, a Trustee, who is personally known
to me or who produced as identification.
••••••°=C•=====a
Signature of Notary Public
A s
My Commission Expires: -4 in
(Print, type or stamp commissioned name of Notary Public)
LEON JOHN CARNEY
Notary Putt, Heal of Now *at
No. 02CAO244494
Ouaffilad HOUK. County
carrenisslon Wins July 11, 2015
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THE 2007 JEFFREY E. EPSTEIN INSURANCE TRUST #3
TRUST AGREEMENT dated Novonirr I , 2007 between
JEFFREY E. EPSTEIN (the "Grantor") and DARREN K. INDYKE and
LAWRENCE NEWMAN (the "Trustees").
The Grantor states that he is a domiciliary of and resides in
Little St. James Island, United States Virgin Islands.
The Grantor hereby transfers to the Trustees the property
described in Schedule A hereto, to be administered and disposed of as
provided in this agreement.
FIRST
Until the death of the Grantor, and subject to article SECOND,
the Trustees shall retain such property, IN TRUST, for the following
purposes:
(a) In the discretion of the Trustees, to pay any part or all of
the income, if any, or principal (including any insurance policy which may
be owned by the trust) to the Grantor's brother, MARK LAWRENCE
EPSTEIN, during the term of this trust. Any income not so paid shall
annually be added to principal.
(b) Upon the death of the Grantor, to dispose of the then
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remaining principal, if any, including any insurance proceeds or other
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property payable to the Trustees by reason of the Grantor's death, as
follows:
(1) One million dollars to IRA ZICHERMAN, if he is
then living, or if not to his issue then living.
(2) One million dollars to if
she is then living.
(3) One million dollars to if she is
then living.
(4) One million dollars to if she is
then living.
(5) One million dollars to
if she is then living.
(6) The balance of the remaining principal shall be
paid to the Grantor's brother MARK LAWRENCE EPSTEIN, if he is then
living or if not to his issue then living, or if there are no such issue to
GHISLAINE MAXWELL.
(7) The foregoing notwithstanding, the Trustees shall
have the right, during the lifetime of the Grantor, to delete or add
beneficiaries under this subarticle (b) by an acknowledged instrument
delivered to the Grantor, provided that they may not add as beneficiaries
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themselves, members of their respective families, their respective estates,
their respective creditors or the creditors of their respective estates, except
that nothing contained herein shall invalidate any dispositive grants made to
any Trustee by the Grantor.
SECOND
With respect to each addition made to the trust, the Grantor's
brother, MARK LAWRENCE EPSTEIN, shall have a right to withdraw
from the trust property equal in value to the value of such addition, provided,
however, that such withdrawal rights shall be reduced to the extent the
aggregate withdrawal rights would exceed the annual exclusion amount with
respect to such person in any one calendar year.
Within sixty days of the receipt of each addition by the trust,
the Trustees shall give written notice thereof to MARK LAWRENCE
EPSTEIN, and of his right to make a withdrawal from the trust.
The right to make a withdrawal shall be exercisable for a period
of sixty days from the time the Trustees give written notice of receipt of an
addition. After such sixty-day period, (i) such right shall continue but shall
lapse as soon as and to the extent that such lapse shall not exceed, with
respect to any calendar year, the greater of Five thousand dollars or Five
percent of the value of the property out of which the exercise of the power
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could be satisfied and (ii) if such right is still in existence at the time of such
person's death, it shall lapse at such time.
MARK LAWRENCE EPSTEIN may exercise his right to make
a withdrawal only by giving written notice thereof to the Trustees.
For the purposes of this article, (i) the value of each addition
made to the trust shall be the value thereof as of the date during such year in
which the addition is made to the trust, and (ii) the transfer to the Trustees of
any property (including a life insurance policy or group certificate) and the
payment of a premium to an insurance company with respect to any policy
or certificate insuring the Grantor's life which is owned by the Trustees,
whether made by the Grantor or anyone on his behalf or by any person other
than the Trustees shall be considered an addition to the trust.
THIRD
Any income or principal the Trustees are authorized in their
discretion to pay to a minor may, in the discretion of the Trustees, be paid
for the benefit of such minor to a parent or guardian of such minor, or if such
minor has no parent or guardian to a person of full age with whom such
minor may be residing, or directly to such minor. The receipt of the parent,
guardian or other person to whom any income or principal is paid shall be a
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full discharge of the Trustees from liability with respect to such payment and
from further accountability therefore.
FOURTH
Whenever the Trustees are directed or authorized to pay income
or principal to any person, the Trustees shall be authorized in their discretion
to apply income or principal to or for the use of such person.
FIFTH
In exercising any discretion the Trustees may, but shall not be
required to, consider and accept as correct any statement which they believe
to be reliable made by any person, including a person interested in the way
in which the discretion is exercised. The Grantor directs that the Trustees in
exercising any discretionary authority given to them under any provision of
this agreement shall not be required to take into account any other resources
of income or of principal available to the person to whom a distribution is
under consideration. The Grantor declares that in creating the trusts
provided for in this agreement his primary purpose has been to benefit the
beneficiaries of the income and not to preserve the principal for the benefit
of the remaindermen, and he directs that this purpose be carried out in
determining any questions which may arise between the interests of the
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beneficiaries of the income and the interests of the beneficiaries of the
remainders.
SIXTH
The word "issue" as used in this agreement (i) unless otherwise
specifically stated, shall mean issue per stirpes, and (ii) shall include those
born after the date hereof. The word "discretion" as used in this agreement
shall mean "sole, exclusive, and unrestricted discretion". The word "minor"
as used in this agreement shall mean a person under the age of twenty-one.
The word "taxes" as used in this agreement shall include all interest thereon
and penalties with respect thereto. Unless the context otherwise requires, the
use of the masculine shall include the feminine, the use of the feminine shall
include the masculine, and the use of the singular and plural shall be
interchangeable.
SEVENTH
In extension and not in limitation of authority which the
Trustees would otherwise have pursuant to law or pursuant to other
provisions of this agreement, the Grantor directs that they have the following
discretionary powers:
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(a) To retain for as long a period of time as they may
consider advisable or proper any property of any kind which may at any time
be in their hands.
(b) To sell at public or private sale or to exchange any
property which may at any time be in their hands, without application to
court, on any terms which they may consider advisable or proper, including
terms involving an extension of credit for any period of time and with or
without security.
(c) To invest in or otherwise acquire any property, real or
personal, of any kind, without limitation, without being bound by any
provision of law restricting investments by trustees, including but not limited
to common and preferred stocks, secured and unsecured obligations, mutual
and common funds, other securities, mortgages, and interests and options in
any of the foregoing.
(d) To acquire and retain property without regard to any
principles of diversification.
(e) To permit funds to remain uninvested, and to retain for
an unlimited period of time and to acquire and retain property which is not
productive of income.
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(f) To acquire, exercise or sell conversion, subscription and
other rights and options, and to grant options for any period of time.
(g) To hold securities in the names of nominees or in such
form as to pass by delivery and to remove property to or from any
jurisdiction.
(h) To employ and pay, as an expense of administration,
investment advisers, and accountants, bookkeepers, clerks, stenographers
and other assistants.
(i) To borrow money for any purpose, including but not
limited to the payment of taxes, this power to include the power to borrow
from income for the benefit of principal or from principal for the benefit of
income, with or without interest, and to pledge or mortgage property, as
security for money borrowed.
(j) To lend money or other property to any person,
corporation, partnership, estate, trust or other entity.
(k) To distribute income or principal in cash or in kind or
partly in each. Such distributions may be made to any trustee, beneficiary or
remainderman with property that is like or different from the property used
to make any other distribution to any other trustee, beneficiary or
remainderman.
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(I) To hold all or part of the property held hereunder in
common investments or funds.
(m) To determine, in case of reasonable doubt on their part,
whether any property coming into their hands constitutes income or
principal, and whether any payment or expenditure made by them shall be
charged to income or to principal.
(n) To operate, repair alter and improve any real property
which they may hold or in which they may hold an interest or a
participation; to erect or demolish buildings thereon; to enter into leases for
such real property or any part thereof or any interest or participation therein
for any period of time; to mortgage such real property or any part thereof or
any interest or participation therein for any period of time; to grant options
with respect to such real property, mortgages and leases or any interest or
participation therein for any period of time, to perform, modify, waive
provisions of, extend, renew, terminate or otherwise act in respect to any
such leases, mortgages or options; to cause such real property or any interest
or participation therein or any part thereof and themselves to be insured
against any and all risks; to retain an agent or agents for any of the foregoing
purposes; to set up a reserve or reserves for depreciation and/or
obsolescence; and to do or omit to do anything of any kind or nature with
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respect to any such real property or any part thereof or any interest or option
with respect thereto and the management thereof which they may in their
discretion consider advisable, whether or not such act or omission is
hereinabove specifically mentioned, without being bound by any restrictions
which might otherwise be applicable and without court approval.
(o) To retain, apply for and purchase or to accept gifts of any
policies insuring the Grantor's life or the life of any other person including
without limitation, certificates of group life insurance; to hold the same as
trust investments even though they are non-income producing; to receive
any proceeds of or dividend on such policies; to exercise, either prior to or
after the insured's death, all the rights, options, elections or privileges
exercisable thereunder at any time, including, without limitation, the
following rights and options: To name themselves (as Trustees) beneficiary;
to elect any dividend options; to receive the proceeds of such policies in
deferred or installment payments or by any other optional mode of
settlement; to cancel or surrender such policies, and to receive the cash
surrender value or other value thereof; to borrow on such policies and to
pledge them as security for any loan; to maintain such policies on a
"minimum deposit" basis; to exercise any conversion rights; and to convert
such policies to paid-up insurance or to any different form of insurance, and
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to use trust principal for the payment, in whole or in part, of the premiums
becoming due on any or all of such policies, or the interest or principal of
any loans upon any such policy made by the Trustees, but the application of
such sums for such purposes shall be in the sole discretion of the Trustees
and they shall not be required to make such application. The Trustees shall
not be liable for the non-payment of any such premiums or interest, or for
the lapse of any such policy. The Trustees shall be under no obligation to
maintain litigation to collect the proceeds of any such policies unless their
expenses and counsel fees have been advanced or guaranteed in a manner
and amount satisfactory to them.
(I) The Trustees shall continue to have all the powers herein
vested in them until the final distribution of all property in their hands.
EIGHTH
If DARREN K. INDYKE OR LAWRENCE NEWMAN shall
cease for any reason to act as Trustee, the Grantor appoints EVA
ANDERSSON DUBIN and ABIGAIL. S. WEXNER, singly and in the order
of priority named, as successor Trustee hereunder. Subject to the foregoing,
the last acting Trustee is authorized to designate an additional Trustee to act
with him or a successor Trustee to act upon the occurrence of a further
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vacancy. Notwithstanding the foregoing, under no circumstances may the
Grantor be designated as an additional or successor Trustee.
There shall at all times be two Trustees acting hereunder.
Designations shall be in writing and may be revoked in writing
by the maker thereof at any time prior to the qualification of the Trustee so
designated.
Any Trustee may resign by giving notice to take effect on the
date specified in said notice, except that his resignation shall not be effective
until his successor qualifies to act.
A Trustee may resign or qualify only by a written instrument
mailed or delivered (i) to the Grantor, if living, or (ii) if the Grantor is not
living to the other Trustee then acting, or if there is no other Trustee acting,
to the person or persons then eligible to receive the income of the trusts, or
in the case of a minor to his parent or guardian or the adult person with
whom he resides.
No Trustee acting hereunder shall be liable for any loss or
damage which may occur hereunder, unless due to willful default, deliberate
wrongdoing, or willful violation of an express provision hereof.
No Trustee acting hereunder at any time, whether named herein
or designated as herein provided, shall be required to (i) furnish any bond,
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undertaking, or other security, (ii) file periodic reports in or to any court or
(iii) give notice of appointment as Trustee to any court. Each Trustee acting
hereunder is specifically relieved from any and all of the duties which would
otherwise be placed upon him by Chapter 59 of Title 15 of the Virgin
Islands Code.
Any reference herein to the Trustee shall include successor
Trustees.
The Grantor authorizes the Trustees to (i) divide any trust into
separate trusts and (ii) combine separate trusts with substantially similar
provisions.
NINTH
The Grantor, or any other person with the consent of the
Trustees, shall have the right to make additions to any trust hereunder by
will designating the trusts as beneficiary of the property, or otherwise by
transferring to the Trustees additional real or personal property.
TENTH
The Trustees hereby accept the trusts and agree to execute them
to the best of their ability.
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ELEVENTH
This agreement and the trusts hereby created shall be
irrevocable and may not be altered, amended, revoked, or terminated by the
Grantor in whole or in part.
TWELFTH
This agreement and the trusts hereby created shall be construed
and governed by the laws of the United States Virgin Islands, applicable to
agreements made, delivered and performed therein.
THIRTEENTH
This trust may be referred to as the "The 2007 JEFFREY E.
EPSTEIN INSURANCE TRUST #3" and this designation may be changed
at any time by the acting trustees.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first ve written.
DARREN K. INDYKE, Trustee
arreta-efile-a-n,
LAWRENCE NEWMAN, Trustee
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SCHEDULE A
Cash $100.00
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iveityo.k
)
) ss.:
NCAAAI
0
On tthhiiss I sit day of NICitlnerf , 2007, before me personally came
JEFFREY E. EPSTEIN, to me known to me to be the individual described in
and who executed the foregoing instru and he duly acknowledged to
me that he executed the same.
LAUREN J. KWINTNER
STATE OF NEW YORK ) Notary Public, State of New York
) ss: No. 02KW6016686
Qualified in New York County
COUNTY OF NEW YORK ) Commission Expires November 30, 20 .12
On this cr day of Kbe al iv - , 2007, before me personally came
DARREN K. INDYKE, to me known to me to be the individual described in
and who executed the foregoing instrume and he duly acknowledged to
me that he executed the same.
Nota'
STATE OF NEW YORK ) Nota L ry A U P R ub E l N ic . J S . t K a W te I o N f T N N e E w R Y ork
) ss: No. 02KW60t6rk686
) Ouaillied in New Yo County
COUNTY OF NEW YORK Commission Expires November 30. 20' -
On this I It day of Ittehitt; 2007, before me personally came
LAWRENCE NEWMAN, to me known to me to be the individual described
in and who executed the foregoing instrument, and he d ly knowledged to
me that he executed the same.
Notary,
REN J. KWINTNER
Notary Public, State of New York
No. 02KW6016686
Qualified in New York County
Commission Expires November 30, 20 —
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