EFTA01266434.pdf

JEFFREY E. EPSTEIN 2017 TRUST THIS TRUST AGREEMENT, dated January 2017 ("Agreement"), by and among JEFFREY E. EPSTEIN, as Grantor ("Grantor"), and EVA ANDERSSON DUBIN, DARREN K. INDYKE, and RICHARD D. KAHN, as Trustees ("Trustees"). The Grantor hereby pays over, assigns, grants, conveys, transfers and delivers to the Trustees the property described in Schedule A annexed hereto and made a part hereof, to be administered and disposed of as provided in this Agreement, with any additions, changes, or amendments to this Agreement. This Trust shall be known as the "Jeffrey E. Epstein 2017 Trust". Article I: During My Lifetime The following provisions shall apply during my lifetime: Section 1.1. - Disbursement of Income All of the income of the trust (the "Trust Estate") shall be paid to me, or accumulated or paid as I may direct in writing from time to time. Section 1.2. - Disbursement of Principal My Trustees may distribute any part or all of the principal of the Trust Estate to me as I may direct in writing from time to time. Section 1.3. - Specific Rights Reserved to Me A. I reserve the right, at any time and from time to time, to amend this Agreement, in whole or in part, by a written instrument executed and acknowledged by me and delivered to no leas than one Trustee of this Trust. B. I reserve the right, at any time and from time to time, in my sole and unfettered discretion, to remove any Trustee by delivering to said removed Trustee and my remaining Trustees a written instrument executed and acknowledged solely by me. C. I reserve the right, at any time, to revoke this Trust in its entirety or any provision hereof by delivering to my Trustees a written instrument executed and acknowledged solely by me. D. I reserve the right, at any time and from time to time, to withdraw or appoint any part or all of the principal of the Trust Estate by delivering to my Trustees a written instrument executed and acknowledged solely by me. GJ 000406 CONFIDENTIAL SDNY_GM_00008083 EFTA_00120755 EFTA01266434 Jeffrey E. Epstein 2U1'/ Trust Page 2 of 23 E. I reserve the right, at any time and from time to time, to transfer to my Trustees, by gift, by Will or by beneficiary designation, such additional property, including life insurance policies, as I may desire. Any such additional property shall be held on the same terms as are then applicable to the original Trust Estate, except that it may be transferred subject to conditions and provisions of special application to such additional property. Article I I : After My Death The following provisions shall apply after my death: Section 2.1. - Payment of My Debts and of Taxes and Expenses My Trustee shall pay from the principal of the Trust Estate (a) my debts, funeral and burial expenses and the administration expenses of my probate estate which are not paid by the Executor of my probate estate, and (b) the federal and state estate, inheritance, succession, generation skipping and similar taxes imposed by reason of my death which are the obligations of my Trustees (including any of such taxes which the Executor of my probate estate directs my Trustees to pay by written direction delivered to my Trustees). For purposes of this Section 2.1, the principal of the Trust Estate shall not include (a) any assets which are not included in my Gross Estate or (b) any assets which are not subject to, or available to creditors for the payment of, my debts, my funeral and burial expenses or the administration expenses of my probate estate. Section 2.2. — Specific Bequests and Devises under My Will and Trust If my probate estate is insufficient to satisfy all pecuniary bequests (or bequests payable in cash or in kind in the discretion of the Executor of my probate estate) provided in my Will, if any, my Trustee shall pay such unpaid bequests from the principal of the Trust Estate. If my Will provided for a specific bequest or devise of specified assets and such bequest or devise could not be satisfied from my probate estate because such assets were held by my Trustee at my death, my Trustee shall distribute such assets to satisfy such bequest or devise. To the extent the assets of the Trust are insufficient to satisfy all bequests, I direct my Trustees to pay all specific bequests first, and to the extent assets are insufficient to pay all of the remaining bequests in Section 2.3(AXI) through 2.3(A)(1)(28), then the beneficiaries of Section 2.3(AX1) through 2.3(A)(IX28) shall share on a proportionate basis in the remaining estate assets available for distribution. The determination of the Trustees as to the amounts distributable herein shall be binding on all parties. Section 2.3. - Bequests A. I make the following bequests: I. to if she survives me, Two Million Dollars $2 000 000 plus an annuity to be purchased by my Trustees for the benefit of om a reputable financial institution in the amount of Five Million Dollars ($5,000,000), which annuity shall be payable monthly for the life of with a lump sum in the amount of the then remaining principal balance payable to the estate of GJ 000407 CONFIbENTIAL SONY_GM_00008084 EFTA_00120756 EFTA01266435 Jertrey b. bpstein i rust Page 3 of 23 upon her death. 2. to , if she survives me, Two Million Dollars $2,000,000 , lus an annuity to be purchased by my Trustees for the benefit of m a reputable financial institution in the amount of Five Million Dollars ($5,000,000), which annuity shall be payable monthly for the life of with a lump sum in the amount of the then remaining principal balance payable to the estate of upon her death. 3. to KARYNA SHULIAK, if she survives me, Ten Million Dollars ($10,000,000), plus an annuity to be purchased by my Trustees for the benefit of KARYNA SHULIAK from a reputable financial institution in the amount of Ten Million Dollars ($10,000,000), which annuity shall be payable monthly for the life of KARYNA SHULIAK with a lump sum in the amount of the then remaining principal balance payable to the estate of KARYNA SHULIAK upon her death. 4. to if she survives me, One Million Dollars ($1,000,000), plus an annuity to be purchased by my Trustees for the benefit of from a reputable financial institution in the amount of Five Million Dollars ($5,000,000), which annuity shall be payable monthly for the life of with a lump sum in the amount of the then remaining principal balance payable to the estate of upon her death. 5. to if she survives me, One Million Dollars $1,000,000 lus an alacuity to ue purtatis by my Trustees for the benefit of from a reputable financial institution in the amount of Five Million Dollars „ , which annuity shall be payable monthly for the life of th a lump sum in the am unt of the then remaining principal balance payable to the estate of pon her death. 6. to DARREN KEITH INDYKE, if he survives me, Ten Million Dollars ($10,000,000). 7. to MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, Three Million Dollars ($3,000,000), which funds shall be distributed and used for the sole purpose of repaying FT Real Estate, Inc. the funds it previously paid to KCAC, LLC in connection with a real estate purchase contract between FT Real Estate, Inc., as purchaser, and KCAC, LLC, as seller, for the purchase of the real property known as and located at 2 Kean Court in Livingston, New Jersey, and terminating said real estate purchase contract. It is my express desire, intent and direction, as the sole shareholder of FT Real Estate, Inc., that upon my death, FT Real Estate, Inc. be directed to cancel and terminate said real estate purchase contract as contemplated herein; provided, however, that such distribution to MICHELLE F. SAIPHER shall not be made and such termination shall not occur if the transfer of such real property to FT Real Estate, Inc. pursuant to such real estate purchase contract has been completed prior to the my death. 8. to if she survives me, One Million Dollars GJ 000408 CONFIbENTIAL SDNY_GM:00008085 EFTA_00120757 EFTA01266436 Jettrey E. Epstem 2017 Trust Page 4 of 23 ($1,000,000), plus an annuity to be purchased by my Trustees for the benefit of from a reputable financial institution in the amount of Two Million Dollars $2 000 000 which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance payable to the estate of upon her death. 9. to if she survives me, One Million Dollars ($1,000,000), plus an annuity to a pure Lase y my Trustees for the benefit of from a reputable financial institution in the amount of Four Million illars ($4,000,000), which annuity shall be payable monthly for the life of with a lum sum in the amount of the then remaining principal balance pays eo e es upon her death. 10. to LESLEY KATHERINE GROFF, if she survives me, Two Million Dollars ($2,000,000). 11. to LARWRENCE PAUL VISOSKI, JR., if he survives me, Two Million Dollars ($2,000,000). 12. to LUCIANO A. FONTANILLA, JR., if he survives me, an annuity to be purchased by my Trustees for the benefit of LUCIANO A. FONTANILLA, JR. from a reputable financial institution in the amount of Two Million Dollars ($2,000,000), which annuity shall be payable monthly for the life of LUCIANO A. FONTANILLA, JR. with a lump sum in the amount of the then remaining principal balance payable to the then surviving children of LUCIANO A. FONTANILLA, JR. and ROSALYN V. FONTANILLA. 13. to LUCIANO A. FONTANILLA, JR., or his heirs, successors and assigns, whether or not LUCIANO A. FONTANILLA, JR. survives me, all of my interest in the property, improvements, fixtures, permits and other rights of and pertaining to the real property located at, and known and referred to as, 18 Teneyck Avenue, Valley Stream, New York. My interest consists of 100% of the issued and outstanding Membership Interests in Lyn & Jojo, LLC, a New York limited liability company which holds legal title to said real property, improvements, fixtures, permits and other rights, which Membership Interests are held in the name of Darren K. Indyke, as nominee for me, and which I direct my Trustees to transfer to LUCIANO A. FONTANILLA, JR., or his heirs, successors or assigns. 14. to RICHARD DAVID KAHN, if he survives me, Ten Million Dollars ($10,000,000). 15. to ANN RODRIGUEZ, if she survives me, Five Hundred Thousand Dollars ($500,000). 16. to VALDSON VIERA CONTRIN, if he survives me, Five Hundred Thousand Dollars ($500,000). 17. to if she survives me, Two Hundred Fifty Thousand Dollars ($250,000), and in addition thereto and whether or not RABUYO survives me, to or her heirs, successors or assigns, an GJ 000409 CONFIbENTIAL SDNY_GM_00008086 EFTA_00 I 20758 EFTA01266437 Jeffrey C. hpstein 201 / t rust Page 5 of 23 amount equal to the total outstanding debt, including accrued and unpaid interest thereon, due from to FT Real Estate, Inc., which amount shall be distributed to or her heirs, successors or assigns, for the sole purpose of being used to repay a sue outstan ing debt and accrued but unpaid interest. 18. to if she survives me, Forty Thousand Dollars ($40,000). 19. to MERWIN DELA CRUZ, if he survives me, One Hundred Thousand Dollars ($100,000). 20. to JANUSZ BANASIAK, if he survives me, Twenty-Five Thousand Dollars ($25,000). 21. t if he survives me, Two Hundred Thousand Dollars ($200,000), but only i whether in his own name or on behalf of a separate entity, continues for a period of two years following my death to provide such services as the Trustees deem necessary or appropriate in respect of one or more of the real pro ernes beneficially owned by me prior to my death. This bequest shall not be distributed to prior to the expiration of two years following the date of my death. This equest shall not be subject to the provisions of Article II, Section 2.5. 22. to if she survives me, Two Hundred Thousand Dollars ($200,000), but only if , whether in her own name or on behalf of a separate entity, continues for a period of two years following my death to provide such services as the Trustees deem necessary or appropriate in respect of one or more of the real properties beneficially owned by me prior to my death. This bequest shall not be distributed to prior to the expiration of two years following the date of my death. This bequest shall not be subject to the provisions of Article II, Section 2.5. 23. to BELLA KLEIN, if she survives me, Two Hundred Fifty Thousand Dollars ($250,000). 24. to DAVID ROGERS, if he survives me, Five Hundred Thousand Dollars ($500,000). 25. to STEVE CHAVEZ, if he survives me, Sixty-Six Thousand Dollars ($66,000). 26. to if she survives me, Forty Thousand Dollars ($40,000). 27. to CYNTHIA CANO, if she survives me, Thirty-Five Thousand Dollars ($35,000). 28. to CARLOS DELGADO, if he survives me, Forty-Two Thousand Dollars ($42,000). GJ 000410 CONFIbENTIAL SDNY_GM_00008087 EFTA_00120759 EFTA01266438 Jeffrey E. Epstein 2017 Trust Page 6 of 23 29.I forgive any loans which I made to the following individuals or entities: a) LUCIANO A. FONTANILLA, nt. b) c) d) e) LESLEY KATHERINE GROFF 0 LAWRENCE PAUL VISOSKI, JR. g) KARYNA SHULIAK h) i) k) 1) m) SLK DESIGNS, LLC 30. Upon my death, my Trustees are directed to distribute to DARKEN KEITH INDYKE, or his heirs, successors or assigns an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from DARREN KEITH INDYKE, his spouse, MICHELLE FERN SAIPHER, if she is then married to DARREN KEITH INDYKE, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Harlequin Dane, LLC, a Florida limited liability company, or its successor entities. Said funds shall be distributed to DARREN KEITH INDYKE, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. 31. Upon my death, my Trustees are directed to distribute to RICHARD DAVID KAHN, or his heirs, successors or assigns an amount equal to the sum of all financial obligations and liabilities then outstanding and due to me, or any corporation, limited liability company, trust, or other entity beneficially owned by me immediately prior to my death, GJ 000411 CONFIbENTIAL SONY_GM_00008088 EFTA_00120760 EFTA01266439 Jettrey E. bpstem 2017 Trust Page 7 of 23 including, but not limited to, Southern Financial, LLC, a U.S. Virgin Islands limited liability company, from RICHARD KAHN, his spouse, LISA KAHN, if she is then married to RICHARD KAHN, and/or any corporation, limited liability company, limited partnership, general partnership, trust or other entity beneficially owned by one or both of them immediately prior to my death, including, but not limited to, Coatue Enterprises, LLC, a New York limited liability company, or its successor entities. Said funds shall be distributed to RICHARD KAHN, or his heirs, successors or assigns, for the sole purpose of being used to repay all such outstanding and due obligations and liabilities. 32. It is my intention that all amounts due and owing to me by the persons listed in Article II, Section 2.3.A.29 shall be cancelled upon my death. While at the date of execution, the cancellation of said loans will not result in taxable income to the beneficiaries, in the event any changes are made to the applicable tax law, my Trustees are directed to take any and all steps necessary to ensure that the cancellation of such indebtedness does not result in any negative tax consequences to the Beneficiaries. 33. I give to if she survives me, in a separate trust, the provisions of which are set forth in Section 3.1 of Article III below, all of my interest in all apartments, improvements, fixtures, permits and other rights of and pertaining to the premises located in the building known and referred to as 22 Avenue Foch, 75016, Paris, France. The interest consists of units 47 with mezzanine, 48 and 81 on the 2nd floor, units 63 and 74 on the 5th floor and units 5 and 22 (cellars) in the basement. The units are currently all owned by SCI JEP, a French company of which I own 999 of the 1,000 outstanding shares. In addition, I give to this separate trust for the benefit of , if she survives me, the sum of One Million Dollars ($1,000,000) to pay for the operating expenses for the apartments. Operating expenses shall include, but not be limited to, property insurance, real estate taxes, utilities, general maintenance and repairs and common charges. Section 2.4. - Balance of Trust Estate The balance of the Trust Estate, after the distributions provided in Sections 2.1, 2.2 and 2.3 of this Article II, shall be distributed as follows: A. One Hundred percent (100%) thereof to I if she survives me, in separate trust, the provisions of which are set forth in Section 3.2 of Article III below. B. If does not survive me, one hundred percent thereof to EVA ANDERSSON DUBIN, if she survives me. C. If EVA ANDERSSON DUBIN does not survive me, one hundred percent (100%) of the balance of the trust estate shall be transferred to THE BOARD OF TRUSTEES OF THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter "the Board"), an educational institution. The property compromising this gift may, for investment purposes, be merged with any of the investment assets of the Massachusetts Institute of Technology ("mir), but the gift shall be entered in the books and records of MIT as an endowed fund known as "THE JEFFREY E. EPSTEIN FUND" (the "Fund"). The Board shall GJ 000412 CONFIbENTIAL SDNY_GM:00008089 EFTA 00120761 EFTA01266440 Jeffrey E. Epstein 2017 Trust Page 8 of 23 use the endowment payout from the Fund to provide financial aid for graduate and undergraduate students attending MIT. In the event MIT is no longer in existence as of the date of any required distribution to it, my Trustees are hereby directed to choose among them another educational institution to benefit from my Trust. Section 2.5. — Condition Applicable to Certain Bequests Except as expressly provided herein, no bequest to any Beneficiary of this Agreement who, during my lifetime, was employed by or provided services to me or any entity that was owned directly or indirectly by me during my lifetime shall be distributed to said Beneficiary prior to the expiration of one year following the date of my death. Any Beneficiary of this Agreement who, during my lifetime, was employed by me or any entity that was owned directly or indirectly by me during my lifetime, and who, after my death, shall voluntarily discontinue, or as a result of said Beneficiary's misconduct, cause to be terminated, said Beneficiary's employment with or provision of services to my estate or any entity or parcel of real property directly or indirectly owned by me during my lifetime, prior to the expiration of one year following the date of my death, shall be ineligible to receive any bequest hereunder; provided, however, that in the event that prior to the expiration of one year following the date of my death, there is a cessation in the specific operations of my estate or said real property or entity in respect of which said Beneficiary is employed or provides services, and prior to that cessation, said Beneficiary had not voluntarily discontinued, or as a result of said Beneficiary's misconduct, caused to be terminated, said Beneficiary's employment with or provision of services to my estate or said real property or entity, then my Trustees shall distribute the bequest hereunder to said Beneficiary within sixty days following the date of such cessation or as soon as is reasonably practicable thereafter. Article I I I : Trust Provisions Section 3.1. - Residence Trust Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.1 of Article III shall be administered as follows: A. The Beneficiary shall have the right to occupy the residence held by the trust and to use the tangible personal property located in the residence for her lifetime. B. My Trustees, in my Trustees' sole discretion, may pay any part or all of the income, and if income is insufficient, the principal of the trust (1) to pay the operating expenses of the property held by the trust and (2) for any other purpose my Trustees consider advisable. Any income not so paid shall annually be added to the principal of the trust. C. Upon the death of the Beneficiary, my Trustees shall use my Trustees' best efforts to sell the trust property and the tangible personal property within two (2) years of the Beneficiary's death and only in extraordinary circumstances should the property not be sold within two (2) years of the Beneficiary's death. GJ 0004 13 CONFIbENTIAL SDNY_GM:00008090 EFTA_00120762 EFTA01266441 Jeffrey E. Epstein 2017 Trust Page 9 of 23 D. Upon the death of the Beneficiary, my Trustees shall distribute the remaining principal of the trust (i.e., the proceeds from the sale of the trust assets) to EVA ANDERSSON DUBIN, if she then survives the Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my Trustees shall distribute the remaining principal to the Board of MIT as provided for in Section 2.4.0 of this Agreement. Section 3.2. - Residuary Trusts Any property directed to be held in trust for a Beneficiary pursuant to the provisions of this Section 3.2 of Article III shall be administered as follows: A. Any trust property that is real property, including, but not limited to, improvements, fixtures, permits and other rights of and pertaining to such real property, held directly by me, or indirectly through ownership of shares of capital stock of a corporation or membership interests of a company, of which I was the sole beneficial owner prior to my death, shall be sold by my Trustees and the proceeds thereof held in said trust as soon as is reasonably practicable following my death. In marketing and effectuating the sale of said real property, my Trustees shall be guided as nearly as my Trustees determine in their discretion is possible or appropriate under the then prevailing circumstances by my last express wishes with respect to the sale of said real property, as shall be contained in the last writing signed by me and notarized and delivered to at least one of my Trustees prior to my death. B. My Trustees may pay any part or all of the income and such sums from any part or all of the principal of the trust as my Trustees, in my Trustees' discretion, from time to time and at any time, shall determine for any reason whatsoever to, for the benefit of, or on behalf of the Beneficiary. Any income not so paid shall annually be added to the principal of the trust. C. Upon the death of the Beneficiary, my Trustees shall distribute the remaining principal of the trust to EVA ANDERSSON DUBIN, if she then survives the Beneficiary. If EVA ANDERSSON DUBIN does not survive the Beneficiary, then my Trustees shall distribute the remaining principal of the trust to the Board of MIT as provided for in Section 2.4.0 of this Agreement. Article IV: Trust Termination If at any time my Trustees determine that it is uneconomic to continue any trust with respect to which my Trustees are acting hereunder, my Trustees may terminate such trust and distribute the trust assets, in such amounts and proportions as my Trustees may determine, to the person or persons to whom income may be distributed, other than my Trustees, members of the respective families of my Trustees, the respective estates of my Trustees, the respective creditors of my Trustees or the creditors of the respective estates of my Trustees. Article V: Trust Administration Section 5.1. - Exercise of Discretionary Powers GJ 000414 CONFIbENTIAL SDNY_GM:00008091 EFTA_00120763 EFTA01266442 Jeffrey E. Epstein 2017 Trust Page 10 of 23 Except as hereinbefore specifically provided, in connection with the exercise of a discretionary power to distribute income or principal to any person, there shall be no requirement to take into account such person's other income or capital resources, the interest of such person in any other fund or the duty of anyone to support such person, although these factors may be taken into account. Section 5.2. - Discretionary Distributions Any discretionary payment from any trust hereunder shall be charged against such trust as a whole, and shall not be charged against the individual share of any person at any time. Section 53. - Allocation of Assets A. For each distribution, partial distribution, allocation, or division of assets into shares or trusts involving a fraction, my Trustees shall apply such fraction to the fair market value of the relevant assets on the date of such distribution, allocation, or division, whichever first occurs. My Trustees shall appropriately adjust such fractions to reflect the effect of any partial distributions, allocations, or divisions, taking into account the fair market value as of the date of distribution, allocation, or division, whichever first occurred, of the assets so distributed, allocated, or divided. B. My Trustees shall value any assets distributed, allocated, or divided to satisfy (in whole or in part) a pecuniary distribution at the fair market value of such assets on the date of such distribution, allocation, or division, whichever first occurs. Section 5.4. - Accounting Allocations A. Except as otherwise specifically provided in this Agreement and except as provided in Paragraph B of this Section 5.4, my Trustees shall allocate receipts and disbursements in accordance with sound trust accounting principles and have discretion to allocate receipts and disbursements when, in the judgment of my Trustees, the treatment is uncertain under applicable laws or generally accepted accounting principles. B. Except as otherwise specifically provided in this Agreement, my Trustees shall not treat any part of the principal amount of the proceeds of sale of any asset of any trust as income distributable to or for the benefit of any beneficiary entitled to distributions of income; provided, however, that my Trustees shall treat a portion of any proceeds of sale of any financial instrument originally issued or acquired at a discount equal to the amount which (1) has previously been characterized as ordinary income for income tax purposes or (2) will be characterized as ordinary income for income tax purposes in the year of such sale, as income for trust accounting purposes. Section 5.5. - Spendthrift Provision During the term of any trust hereunder, no money or other assets (either principal or income) payable or distributable under the provisions of this Agreement shall be pledged, assigned, transferred, given, conveyed, hypothecated, sold, anticipated, charged, or encumbered by any of the Beneficiaries hereunder, nor shall the income and principal of any GJ 0004 15 CONFIDENTIAL SDNY_GM:00008092 EFTA_00120764 EFTA01266443 Jettrey t. Epstein 2017 Trust Page 11 of 23 trust, while in the possession of my Trustees, be liable for any debts, contracts, obligations, or undertakings of such Beneficiaries, voluntary or involuntary, or for any claims or judgments against any Beneficiary. including claims for alimony or for the support of any Beneficiary's spouse or children, or for reimbursement of a federal, state or local government, or any agency of any federal, state, or local government, for the support of any Beneficiary hereunder, prior to the time such money or assets are actually paid or distributed to such Beneficiary. Any attempted pledge, assignment, transfer, gift, conveyance, hypothecation, anticipation, charge, or encumbrance of any money or assets (either income or principal) payable or distributable under the provisions of this Agreement by any of the Beneficiaries hereunder prior to the time such money or assets are actually paid or distributed to such Beneficiary shall be null and void and shall not be recognized by my Trustees. This Section 5.5 of Article V shall not apply to me. Section 5.6. - Limitation on Distributions Notwithstanding any other provision of this Agreement, no discretionary distribution of income or principal of any trust hereunder shall be applied to pay for medical care, residential facilities, or any other care or service that would otherwise be provided for any Beneficiary hereunder by any federal, state, or other governmental agency; and no such discretionary distribution of income or principal shall be made for reimbursement for any such care, facilities or services previously provided. Before making any discretionary payment to or for the benefit of any such Beneficiary hereunder, my Trustees shall consider the amounts such Beneficiary is or may be entitled to receive from any governmental agency for such care, facilities, or services. If such amounts are available, discretionary distributions of income and principal from any trust hereunder shall be made only to supplement such amounts, and to provide liberally for needs and comforts over and above the basic maintenance, support, and medical care that may be paid for by any such agency. Section 5.7. - Division and Combination of Trusts A. For any administrative, tax or other purpose determined by my Trustees to be in the best interests of any Beneficiary (including any remainderman) hereunder, my Trustees may at any time and from time to time (whether before or after funding), without approval of any court, divide any trust under this Agreement into two or more separate trusts or combine two or more trusts with substantially identical terms (whether or not such trusts resulted from division of a prior trust). B. If property is directed to be added to any trust hereunder (the "Original Trust"), whether by the terms of this Agreement any other agreement, or the Will of any person, my Trustees may hold such property as one or more separate trusts on terms identical to the terms of the Original Trust. My Trustees may allocate such property among the separate trusts (if any) into which the Original Trust was divided, whether or not pro-rata, using specific assets or undivided interests therein (including allocation of all such property to one of such separate trusts). C. Any time during the existence of separate trusts created by division of a trust hereunder, my Trustees may exercise all discretionary powers differently with respect to the separate trusts and take all other actions consistent with such trusts being separate entities. GJ 000416 CONFIbENTIAL SDNY_GM:00008093 EFTA_00120765 EFTA01266444 Jeffrey E. Epstein 2017 Trust Page 12 of 23 Furthermore, the holder of any power of appointment with respect to such separate trusts may exercise such power differently with respect to each such trust. Section 5.8. - Consolidation of Trusts If at any time after my death there is in existence a trust under my Will or any trust agreement created by me having identical beneficiaries and substantially the same terms as any trust under this Agreement, my Trustees may terminate the trust hereunder and transfer the assets thereof to the Trustees of such other trust, to be administered by the Trustees thereof. Different termination dates under the applicable Rule Against Perpetuities shall not be deemed a difference in the terms of such trusts, but the portion of the trust representing the transferred assets shall retain the same termination date as the original trust. Section 5.9. -Termination of Trusts Notwithstanding anything herein, any trust created hereunder for any person shall (unless terminated earlier) terminate upon the day preceding the expiration of the maximum period permitted under the United States Virgin Islands Rule Against Perpetuities, for the vesting of an interest in a trust and upon such date the assets of such trust shall be distributed to such person. Section 5.10. — Equitable Adjustment If any of my Trustees decides to exercise or not exercise any fiduciary power granted by this Agreement or by law (including, without limitation, any election available to my Trustee) and the exercise or non-exercise of such power confers a benefit on one Beneficiary or class of Beneficiaries hereunder and imposes a detriment upon another Beneficiary or class of Beneficiaries hereunder, my Trustees shall not attempt to restore the interests of the Beneficiaries or classes of Beneficiaries to the position otherwise contemplated by this Agreement through adjustment between income and principal or otherwise. Section 5.11. - Lapsed Distribution Except as otherwise specifically provided in this Agreement, a provision for distribution to an individual who is not surviving at the date such individual otherwise becomes eligible for such distribution shall lapse notwithstanding any law to the contrary. Section 5.12. - Notice Any notice required hereunder shall be delivered personally or sent by first class or certified mail addressed to the last known address of the intended recipient. Section 5.13. - Termination of Trust An instrument in writing completely revoking this Agreement shall, without more, upon delivery to any of my Trustees, completely terminate all of my Trustees' right, title, and interest to any life insurance proceeds, death benefits, pension, profit sharing, or other retirement benefits or any other assets otherwise payable to my Trustees. GJ 000417 CONFIDENTIAL SDNY_GM_00008094 EFTA_00120766 EFTA01266445 Jeffrey G. Epstein 2017 Trust Page 13 of 23 Article VI: Powers of Trustees Section 6.1. - Exercise of Judgment and Powers The Trustee of a trust hereunder has the entire care and custody of all assets of such trust. My Trustees have the power to do everything my Trustees in good faith deem advisable without necessity of any judicial authorization or approval, even though but for this power it would not be authorized or appropriate for fiduciaries under any statutory or other rule of law. My Trustees shall exercise my Trustees' best judgment and discretion for what my Trustees believe to be in the best interests of such trust and the Beneficiaries of such trust. If more than two Trustees are empowered as my Trustee to participate in the decision to exercise or not exercise any fiduciary power granted by this Agreement or by law, a majority of such Trustees shall be empowered to make such decision. Section 6.2. - Compensation of My Trustee Each Trustee acting hereunder shall be entitled to annual compensation for services performed hereunder in the amount of Two Hundred Fifty Thousand Dollars ($250,000) per year, in addition to any bequest to which they may be entitled under this terms of this Trust. No other compensation shall be payable to my Trustees hereunder; provided, however, that my Trustees shall be reimbursed for all reasonable costs, expenses, charges, and liabilities incurred or paid in connection with acting as Trustee or performing services hereunder, including, but not limited to, fees and expenses of counsel or any other agents hired by my Trustees, and my Trustees shall not be liable therefor individually. My Trustees have discretion to pay such compensation and such reimbursements from trust assets, without obtaining judicial authorization or approval. Section 6.3. - General Investment Powers A. Except as otherwise provided in this Agreement, my Trustees have the power with respect to each and ever trust created hereunder: 1. To enter upon and take possession of the assets of such trust and collect the income and profits from such assets, and to invest and reinvest such assets in real, personal, or mixed assets (including the common trust funds of a corporate fiduciary) or in undivided interests therein without being limited by any present or future investment laws; 2. To retain all or any part of the assets of such trust (without regard to the proportion that any one asset or class of assets may bear to the whole) in the form in which such assets were received or acquired by my Trustees; 3. To sell or dispose of, exchange, transfer, invest, or loan all or any part of the assets of such trust which my Trustees hold, at any time, for such sums or upon such terms as to payment, security, or otherwise as my Trustees determine, either by public or private transactions; GJ 000418 CONFIDENTIAL SDNY_GM:00008095 EFTA_00120767 EFTA01266446 Jeffrey E. Epstein 2017 Trust Page 14 of 23 4. To buy and sell options, warrants, puts, calls or other rights to purchase or sell (collectively called "options") relating to any security or securities, regardless of whether such security or securities are then held by my Trustees, and whether such options are purchased or sold on a national securities exchange, and to exercise with respect to such options all powers which an individual owner thereof could exercise, including, without limitation, the right to allow the same to expire; 5. With respect to oil, natural gas, minerals, and all other natural resources and rights to and interests therein (together with all equipment pertaining thereto) including, without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and gas interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire or otherwise, or alone or jointly with others as partner, joint tenant, or joint venturer in any other noncorporate manner, (a) to make oil, gas and mineral leases or subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes, assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or all of such rights and interests; (d) to surrender or abandon, with or without consideration, any or all of such rights and interests; (e) to make farm-out, pooling, and unitization agreements; (f) to make reservations or impose conditions on the transfer of any such rights or interests; (g) to employ the most advantageous business form in which properly to exploit such rights and interests, whether as corporations, partnerships, limited partnerships, mining partnerships, limited liability companies, joint ventures, co- tenancies, or otherwise exploit any and all such rights and interests; (h) to produce, process, sell or exchange all products recovered through the exploitation of such rights and interests, and to enter into contracts and agreements for or in respect of the installation or operation of absorption, reprocessing or other processing plants; (i) to carry any or all such interests in the name or names of a nominee or nominees; (j) to delegate, to the extent permitted by law, any or all of the powers set forth herein to the operator of such property; and (k) to employ personnel, rent office space, buy or lease office equipment, contract and pay for geological surveys and studies, procure appraisals, and generally to conduct and engage in any and all activities incident to the foregoing powers, with full power to borrow and pledge in order to finance such activities; together with the power to allocate between principal and income any net proceeds received as consideration, whether as royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all other natural resources; 6. To hold all or any part of the assets of such trust in cash or in bank accounts without the necessity of investing the same; of such trust; 7. To improve, repair, partition, plat, or subdivide all or any part of the assets of such trust; 8. To litigate, defend, compromise, settle, abandon, or submit to mediation or arbitration on such terms and conditions as my Trustees determine any claims in favor of or against such trust or the assets of such trust; 9. To loan or borrow money in such amounts and upon such terms and conditions as my Trustees determine, assume such obligations or give such guarantees as my GJ 0004 19 CONFIDENTIAL SDNY_GM:00008096 EFTA_00120768 EFTA01266447 Jeffrey E. Epstein 2017 Trust Page 15 of 23 Trustees determine, for the purpose of the acquisition, improvement, protection, retention, or preservation of the assets of such trust, or for the benefit of any of the Beneficiaries who are entitled or permitted to receive income from such trust 10. To create or invest in any entity with all or part of the assets of such trust and to carry on for as long and in such manner as my Trustees determine any business enterprise held or created by my Trustees or in which I owned any interest at my death, either individually or as a partner, member joint venturer, stockholder, trust beneficiary, or member; to sell such business enterprise as an ongoing business; to consolidate, merge, encumber, dissolve, liquidate or undertake any other extraordinary corporate transaction relating to such business enterprise; 11. To vote in person or by proxy any and all stock or securities and to become a party to any voting mists, reorganization, consolidation, or other capital or debt readjustment of any corporation, association, partnership, limited liability partnership, limited liability company, or indivi