EFTA01088276.pdf

BLACK FAMILY ESTATE PLANNING DOCUMENTS As of April 3, 2013 Tax Instrument Provisions Trustee Provisions Dboosidve Provision% Initial Funding Black 2006 Family Grantor Leon Black, John While Leon and Debra are living, this is a single trust for Leon's Trust was the recipient of Trust Trust. Hannan, and Richard issue and Debra: the remainders of the 12/21/06, Amended Ressler, Trustees. 2006 Judah Investment Not GST • Leon gets all Trust Accounting Income. 12/1/10 Trusts A-K, which Exempt. Leon has no discretion regarding distributions. • Trustee may pay remaining income and principal for Debra's terminated December 20, Leon Black, Settlor. Trusts last for health, education, maintenance and support 2008. the NY Leon (and after his death, New York law • Independent Trustee may pay remaining income and principal perpetuities Debra) can appoint and governs. to any beneficiary (including Debra) for any purpose. period. remove Trustees. Prepared by Weil After death of Leon and Children's Trusts. After death of Leon and Debra, trust is divided Gotshal & Manges. Debra, child can appoint per capita for Leon's living children (no share for descendants of a and remove Trustees (can deceased child) and each share is held in a separate trust: appoint himself/herself) after age 25. • Independent Trustees may pay income and principal to the child for any purpose. Compensation • Leon requests 10% of assets be paid to the child at age 35 if Trust is silent regarding appropriate. compensation so NY statutory compensation • After age 25, child can (i) withdraw 3% of trust assets each should apply (annual: 30 year and (ii) appoint trust assets to Leon's issue (other than the bps on value of trust child). principal and 1% of • Upon child's death any assets not appointed will be paid to the principal distributions). child's issue (to be held in further trust). Remote Takers. Leon's heirs at law. Black Family 1997 Grantor Debra Black, Barry While Leon and Debra are living, this is a single trust for Leon's Trust was the recipient of Trust Trust. Cohen, John Hannan and issue and for Debra. Independent Trustees may pay income and the remainders of GRATs 7/30/97 Richard Ressler, Trustees. principal to them for any purpose. created in 1997 and 1998. Partially GST exempt (see Compensation. On 12/28/09 the Trust EFTA01088276  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Funding). was divided into two sub- Leon Black, Senior. Debra is not entitled to Children's Trusts. After death of Leon and Debra, trust is divided trusts: Trusts last for compensation. per capita for Leon's living children (no share for descendants of a New York law the NY deceased child) and each share is held in a separate trust: • A GST exempt Trust governs. While Leon and Debra are perpetuities with $2,952.085 cash living, other Trustees am • Independent Trustees may pay income and principal to the period. to which Leon Prepared by Weil entitled to annual child for any purpose. allocated GST Gotshal & Manges. commissions (but not • Leon requests 10% of assets be paid to the child at age 35 if exemption; and paying out commissions) equal to the lesser of(i) appropriate. • A Non-GST exempt NY statutory annual • After age 25, child can (i) withdraw 3% of trust assets each Trust, which the commissions and (ii) year and (ii) appoint trust assets to Leon's issue (other than the balance of the Trust $250,000. child) at the child's death. corpus. • Upon child's death any assets not appointed will be paid to the child's issue (to be held in further trust). Remote Takers. Leon's heirs at law. -2- EFTA01088277  Tax Instrument Provisions Trustee Provisions Dbnositive Provisions Initial Funding Black 2011 Family Grantor Debra Black, Barry Creates separate trusts for each of Leon's children (BEB 2011 Trust Trust was the recipient of Trust Agreement Trust. Cohen, and John Hannan, JMB 2011 Trust, ASB 2011 Trust and VRB 2011 Trust). the assets held in four 6/10/11 Trustees. separate trusts under each Not GST • Until age 25, Trustee has discretion to pay child income. Child of the Black 1988 Trust Leon Black, Settlor. Exempt. U.S. Trust (directed) receives all income after 25. and the Black 1992 Trust Administrative Trustee. Delaware law Trusts are • Trustee may distribute principal to the child for any purpose when such trusts were governs. perpetual. After death of Leon and decanted in 2011 to this Debra, child can appoint • After death of Leon and Debra, if over 35, child can appoint Trust. Prepared by (effective at his/her death) trust principal among Leon's issue. himself/herself as a co- McDermott Will & Each of the 4 trusts under Trustee after age 35. • Upon child's death, any assets not appointed will pass to the Emery. this Agreement invested Compensation. child's issue (to continue in further trust). 100% of its assets in the Remote Takers. 1/3rd to Judy Black or her issue; 2/3rds to Debra's LDB 2011 LLC. US Trust gets its fee schedule. brothers or their issue. Barry, John and Debra get no compensation. .ludah 2009 Grantor Leon Black and John Trust is a 4-year zeroed-out GRAT. Annuity payments to Leon GRAT was funded with Investment Trust Trust. Hannan. increased 20% each year. At end of term: Leon's limited partnership 8/13/09 interests in Black Family Not GST Compensation. • If Leon is living, remainder to Black Family 1997 Trust. Partners (currently holds Leon Black, Settlor. exempt. Trust prohibits payments • If Leon is deceased, remainder is distributed as follows: about a 9% interest). New York law for other than the annuity- governs. which should prohibit > Includible property passes as Leon appoints. Any Trustee's compensation. unappointed property passes to Debra if they were married Prepared by at Leon's death. McDermott Will & Emery. > Property not included in Leon's estate will pass to the Black Family 1997 Trust. Remote Takers. Leon's heirs at law. - 3- EFTA01088278  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Mallory Trust Grantor Trust Debra Black, Leon Black While Debra and Leon are living, this is a single trust for Debra's Gift of S-I million cash. 12/13/12 as to Debra. and Richard Ressler, issue and for Leon. Independent Trustees may pay income and Trustees. principal to them for any purpose. Debra Black, Senior. GST Exempt. Debra has no discretion • Leon has power to appoint the Trust among Debra's issue Trusts last for New York law regarding distributions. (effective upon Debra's death). the NY governs. perpetuities Debra (and after her • Independent Trustees may grant Debra a non-taxable power to Prepared by period. death, Leon) can appoint principal (but not income) upon her death. McDermott Will & appoint/remove Trustees. Children's Trusts. After death of Debra and Leon, any unappointed Emery. After death of Debra and property is divided per stirpes for Debra's issue and each share is Leon, children age 35 can held in a separate trust: appoint/remove Trustees (can appoint • Trustees must pay income for child's health, education, himself/herself). maintenance and support (considering other resources). Compensation. • Trustee may pay income and principal to the child for any purpose Trust is silent regarding compensation so NY • If over 35, the child can appoint (effective upon his/her death) statutory compensation income and principal among Debra's issue (other than his/her should apply. estate). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Debra's heirs at law. -4- EFTA01088279  Tax Instrument Provisions Trustee Provisions Disnositis c Provisions Initial Funding Leon D. Black 1999 Grantor Norman Brownstein, While Leon is living, the Trustees may pay income and principal to Trust is funded pursuant Life Insurance Trust. Trustee. Debra and Leon's issue for any purpose. to a Split Dollar Trust #1 Agreement between the Partially GST John Hannan, successor After Leon's death, trust continues until Debra's death: 9/13/99 Trustees and AIF IV Exempt: Trustee to Norman. • Trustees may pay income and principal to Debra and Leon's Management, Inc. Leon Black, Senior. • GST Individual Trustees may issue. The Agreement covers allocated appoint successors (but Colorado law • Trustees must pay Debra principal as she requests for her several individual life 1999 to can't supersede John's governs. health, education, maintenance or support. insurance policies on 2008. appointment). Leon's life with a Prepared by Rubin Baum Levin • Elected No more than 3 Trustees Children's Trusts. After death of Leon and Debra, Trust is divided combined death benefit of out 2009- can act. per stitpes for Leon and Debra's issue and each share is held in a $50 million. Constant & Friedman. 2011. Compensation. separate trust: Trusts last for While Leon is living, • Until age 21, Trustee has discretion to pay child income. Child the CO. receives all income after 21. Trustees receive no perpetuities compensation. period. • Trustee may distribute principal to the child for any purpose After Leon's death, • Upon child's death, remaining assets will be paid to such of the Trustees are entitled to child's issue as the child appoints. Any assets not appointed Colorado statutory will be paid to the child's issue per suites (to be held in further compensation. trust). Remote Taker. Leon Black Family Foundation (for medical research and promotion of Judaica, art & culture and education). EFTA01088280  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Leon D. Black 1999 Grantor Norman Brownstein, After death of Leon and Debra, Trust is divided per stirpes for Leon Trust is funded pursuant Life Insurance Trust. Trustee. and Debra's issue and each share is held in a separate trust: to a Split Dollar Trust #2 Agreement between the Partially GST • Until age 21, Trustee has discretion to pay child income. Child 9/13/99 Trustees and AIF IV Exempt: receives all income after 21. Management, Inc. Colorado law • GST • Trustee may distribute principal to the child for any purpose The Agreement covers governs. allocated • Upon child's death, remaining assets will be paid to such of the several life insurance 1999 to Prepared by Rubin 2008. child's issue as the child appoints. Any assets not appointed policies on the joint lives Baum Levin will be paid to the child's issue per stirpes (to be held in further of Leon and Debra with a Constant & • Elected trust). combined death benefit of Friedman. out 2009- $100 million. WE DO NOT 2011 HAVE THIS Trusts last for DOCUMENT- the CO. Chart is based upon perpetuities summary by drafting period. attorney. -6- EFTA01088281  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Debra and Leon Grantor Barry Cohen, Trustee. While Leon and Debra are living, trust is largely inactive as it holds Funded with premium Black Insurance Trust. only second-to-die insurance on their joint lives. payments to purchase a Barry may a oint Trust pp second-to-die policy on Not GST additional and successor • Independent Trustees may pay income and principal to their 9/14/92 joint lives of Debra and exempt Trustees. issue for any purpose. Leon. Leon and Debra (elected out No more than 3 Trustees Black, Settlors. since Children's Trusts. After death of Leon and Debra, Trust is divided can act. inception). per slirpes for Leon and Debra's issue and each share is held in a New York law governs. Trusts last for Compensation. separate trust: the NY Trust is silent regarding • Until age 25, Trustee has discretion to pay child income. Child Prepared by Strook perpetuities compensation so NY receives all income after 25. & Strook & Lavan. period. statutory compensation should apply. • Trustee may distribute principal to the child for any purpose. • Trustee is authorized, if advisable, to pay 1/4th of the principal to the child at age 30, another 1/3rd at age 35, another 1/2 at age 40 and the balance at age 45. • Upon child's death, remaining assets will be paid to the child's issue (to be held in further trust). Remote Takers. 2/3rds to Debra's brothers or their issue; 1/3rd to Leon's sister, Judy, or her issue. - 7- EFTA01088282  Instrument Executor/Trustee Provisions Diapositive Provisions Initial Funding Will of Leon D. Debra Black, Barry Cohen, John Hannan, Executors are directed to pay funeral & administration expenses and Will include all assets Black and Richard Ressler are named Co- to pay off Leon's debts. owned by Leon 9/30/97 Executors. individually at his death. Estate taxes on property passing under Leon's Will and under the Anthony Ressler is successor Executor if Leon D. Black 1997 Revocable Trust (the "1997 Revocable Trust") New York law two of above fail to act. are to be paid from the 1997 Revocable Trust. governs. Compensation. Leon gives the remainder of his estate to the Trustees of the1997 Prepared by Weil Revocable Trust. Gotshal & Manges. Debra receives no compensation. Leon does not exercise any powers of appointment he may have. Aggregate commissions for each other Executor is lesser of (i) NY statutory commissions (but not for paying out to Trustees of Revocable Trust) and (ii) $250,000, CPI adjusted. Leon D. Black 1997 Leon is sole Trustee during his lifetime. Upon Leo's death: Will receive Leon's Revocable Trust residuary estate under his Debra Black, Barry Cohen, John Hannan Tangibles. 9/30/97, amended Will. and Richard Ressler are successor co- 12/6/97 • Art individually owned, first edition books and cane collection Trustees. pass to a Marital Trust, or if Debra predeceases, equally to Leon Black, Settlor After age 30, child may be a co-Trustee of children and held in their trusts. his/her separate trust and after age 40, may New York law • Other tangibles to Debra outright, or to the children equally, if designate additional/successor Trustees. governs. she predeceases. Compensation. Prepared by Weil Residences. pass to Debra outright. Sold if she predeceases. Gotshal & Manges. Debra receives no compensation. Aggregate commissions for each other Pecuniary Bequests. Trustee is lesser of (i) NY statutory • $25 MM less insurance proceeds received to Debra. commissions (no paying out commissions) and (ii) $250,000, CPI adjusted. • If Debra predeceases, remaining GST exemption is divided for issue per stirpes and held in children's trusts. Leon D. Black 1997 -8- EFTA01088283  Instrument ExecutorlTrustee Provisions Dispositive Provisions Initial Funding Revocable Trust - • $5 MM in Trust for Judy Black: continued Tr Judy gets all income quarterly and Trustees may pay her principal. Tr Trust terminates on Judy's death and passes to her issue. Marital Trust. Rest of estate passes to Marital Trust. Debra gets all income. Independent Trustees may pay her principal not exceeding 20% of original trust corpus. Upon her death: • Trustees pay death taxes attributable to Marital Trust. • Balance is divided by representation, and held in the children's trusts. Children's Trusts. • Independent Trustees may pay income and principal to the child for any purpose. • Leon requests 10% of assets be paid to the child at age 35 if appropriate. • After age 25, child can (i) withdraw 3% of trust assets each year and (ii) appoint trust assets to Leon's issue (other than the child) at the child's death. • Upon child's death any assets not appointed will be paid to the child's issue (to be held in further trust). Remote Takers (i) $50 MM to Judy; (ii) $20 MM to Jon Ressler; (iii) $20 MM to Ira and Dorothy Ressler; (iv) $10 MM to each of Samantha, Jillian, Andrew, Rebecca, Matthew, Michael, Oliver and Nickolas Ressler; (v) $10 MM to Jonathan Levine, (vi) $5 MM to Marilyn Stewart; balance to Leon Black Family Foundation. - 9- EFTA01088284  Tax Instrument Provisions Trustee Provisions Dispositiv e Provisions Initial Funding Benjamin Black Grantor Trust Leon Black, Trustee. This is a self-settled trust for Ben. Trust Advisor can direct Originally funded with a 2010 Trust as to Ben. payments to Ben for any purpose. Ben has a power by Will to promissory note issued to 12/10/10 U.S. Trust fully directed appoint property to anyone (other than himself, his estate, or the Ben from the Black 1992 Not a Trustee. creditors of either). Trust and later reissued by Benjamin Black, completed Debra Black, Trust the BEB 2011 Trust under Senior. gift. Children's Trusts. Upon Ben's death, unappointed property will Advisor. the Black 2011 Family continue in separate lifetime trusts for his issue or if none, for Leon Delaware law Not GST Trust. Leon (and after his death, and Debra's issue. governs. exempt. Debra) can appoint • Individual Trustees may pay income and principal to the child Note was cancelled and Prepared by Weil Trusts are Trustees. for any purpose and must do so for health, education, reissued 12/12 as two Gotshal & Menges. perpetual. Compensation. maintenance and support. notes: one for $3.25 MM and one for $5.12 MM. U.S. Trust gets its fee • Upon child's death, any assets not appointed will pass to the schedule. Other Trustees child's issue (to continue in further trust). are not compensated. Remote Takers: Ben's heirs at law. Joshua Max Black Grantor Trust Leon Black, Trustee. This is a self-settled trust for Josh. Trust Advisor can direct Funded with a $5.8 MM 2011 Trust 12/20/12 as to Josh. payments to Josh for any purpose. Josh has a power by Will to promissory note issued to U.S. Trust (directed) appoint property to anyone (other than himself, his estate, or the Josh from the JMB 2011 Joshua Black, Not a Administrative Trustee. creditors of either). Trust under the Black Senior. completed Debra Black, Trust 2011 Family Trust. Delaware law gift. Advisor. Children's Trusts. Upon Josh's death, unappointed property will governs. Not GST continue in separate lifetime trusts for his issue or if none, for Leon Leon (and after his death, exempt. and Debra's issue. Prepared by Debra) can appoint McDermott Will & Trusts are Trustees. • Individual Trustees may pay income and principal to the child Emery. perpetual. for any purpose and must do so for health, education, Compensation. maintenance and support. U.S. Trust gets its fee schedule. Other Trustees • Upon child's death, any assets not appointed will pass to the are not compensated. child's issue (to continue in further trust). Remote Takers: Josh's heirs at law. - 10 - EFTA01088285  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Yggdrasil Trust Grantor Trust Leon Black, Trustee. During Ben's lifetime, trust is a single trust for Ben's issue and Funded with a $5.12 MM 12/20/12 as to Ben. Debra. promissory note issued to Ben can appoint and Ben from the BEB 2011 GST exempt. remove Trustees. • Independent Trustees may pay income and principal to them Benjamin Black, Trust under the Black for any purpose. 2011 Family Trust. Senior. Trusts last for Compensation. the NY • Independent Trustees may grant Ben a power at death to New York law Trust is silent regarding perpetuities appoint principal (but not income) to anyone other than governs. compensation so NY period. himself, his estate, or the creditors of either. statutory compensation Prepared by should apply. Children' s Trusts. After Ben' s death, unappointed property is McDermott Will & Emery. divided per stirpes for Ben's issue and each share held in a separate lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Ben's issue (but not to himself/herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Ben's heirs at law. EFTA01088286  Tax Instrument Provisions Trustee Provisions Diapositive Provisions Initial Funding Tron Trust Grantor Trust Leon Black, Trustee. During Josh's lifetime, trust is a single trust for his issue and Debra. Funded with a $5.12 MM 12/20/12 as to Josh. Independent Trustees may pay income and principal to them for any promissory note issued to Josh can appoint and Purpose. Josh from the JMB 2011 Joshua Black, GST exempt. remove Trustees. Trust under the Black Settlor. • Independent Trustees may grant Josh a power at death to 2011 Family Trust. Trusts last for Compensation. appoint principal (but not income) to anyone other than New York law the NY Trust is silent regarding himself, his estate, or the creditors of either. governs. perpetuities compensation so NY period. Prepared by statutory compensation Children's Trusts. After Josh's death, unappointed property is McDermott Will & should apply. divided per stirpes for his issue and each share held in a separate Emery. lifetime trust: • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Josh's issue (but not to himself/herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers: Josh's heirs at law. - 12 - EFTA01088287  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding GandaIf Trust Grantor Trust Leon Black, Trustee. During Alex's lifetime, trust is a single trust for his issue and Debra. Funded with $5.12 MM 12/20/12 as to Alex. Independent Trustees may pay income and principal to them for any cash. Alex can appoint and Purpose. Alexander Black, GST exempt. remove Trustees. Settlor. • Independent Trustees may grant Alex a power at death to Trusts last for Compensation. appoint principal (but not income) to anyone other than New York law the NY Trust is silent regarding himself, his estate, or the creditors of either. governs. perpetuities compensation so NY period. Children's Trusts. After Alex's death, unappointed property is Prepared by statutory compensation divided per stirpes for his issue and each share held in a separate McDermott Will & should apply. lifetime trust: Emery. • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support. • After 35, child can appoint trust property to Alex's issue (but not to himself herself). • Upon child's death, any assets not appointed will pass to the child's issue (to continue in further trust). Remote Takers. Alex's heirs at law. - 13 - EFTA01088288  Tax Instrument Provisions Trustee Provisions Dispositive Provisions Initial Funding Rollo Tomasi Trust Grantor Trust Leon Black, Trustee. During Victoria's lifetime, trust is a single trust for her issue and Funded with $5.12 MM 12/20/12 as to Victoria. Debra. Independent Trustees may pay income and principal to them cash. Victoria can appoint and for any purpose. Victoria Black, GST exempt. remove Trustees. Settlor. • Independent Trustees may grant Victoria a power at death to Trusts last for Compensation. appoint principal (but not income) to anyone other than herself, New York law the NY her estate, or the creditors of either. governs. perpetuities Trust is silent regarding period. compensation so NY Children's Trusts. After Victoria death, unappointed property is Prepared by statutory compensation divided per srirpes for her issue and each share held in a separate McDermott Will & should apply. lifetime trust: Emery. • Independent Trustees may pay income and principal to the child for any purpose and must do so for health, education, maintenance and support.