THE JEFFREY E. EPSTEIN 2001 TRUST ONE

I am the Grantor of THE JEFFREY E. EPSTEIN 2001 TRUST ONE ("the trust").

Pursuant to Article FIFTEENTH of the trust, I have the power to amend the trust.

I hereby amend the trust as follows:

## FIRST

I hereby remove JEFFREY A. SCHANTZ as a co-Trustee of the trust and designate GHISLAINE MAXWELL and IRA ZICHERMAN as successor co-Trustees in his place.

## SECOND

I hereby delete Article TWELFTH of the trust and substitute in its place the following new Article TWELFTH:

## “TWELFTH”

The Grantor makes the following provisions with respect to theees:

## Trustees:

(a) The last acting Trustee is authorized to designate one or more additional or successor Trustees by a written and acknowledged instrument. Designations shall be in writing and may be revoked in writing

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by the maker thereof at any time prior to the qualification of the person designated.

(b) Any Trustee may resign by giving notice to take effect on the date specified in said notice.

(c) A Trustee may resign or qualify only by a written instrument mailed or delivered to the Grantor or a Trustee then acting.

(d) 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.

(e) No Trustee at any time acting hereunder shall be required to (i) give any bond, undertaking, or other security for the faithful performance of his duties in any jurisdiction, or be liable for the acts or omissions of any other Trustee, (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.

(f) Any reference herein to the Trustees shall include

(f) Any reference herein to the Trustees shall include survivors, successors and additional Trustees.

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The Grantor authorizes the Trustees to (i) divide any trust into separate trusts and (ii) combine separate trusts with substantially similar provisions.”

IN WITNESS WHEREOF, the undersigned have executed this agreement on the 27 day of June , 2003.



Territory of the Virgin Islands )

District of St Thomas-St John ) ss.:

On the 27th day of June in the year 2003, before me, the undersigned, personally appeared JEFFREY E. EPSTEIN, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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PAUL HOFFMAN

NOTARY PUBLIC

COMMISSION NO. LNP011-00

COMMISSION EXPIRES JUNE 27, 2004

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STATE OF NY

County OF NY

) ss.:)



On the 12 day of August in the year 2003, before me, the undersigned, personally appeared GHISLAINE MAXWELL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.

HARRY I. BELLER

Notary Public, State of New York

No. 01BE4853924

Qualified in Rockland County

Commission Expires Feb. 17, 20

Notary Public



STATE OF NY )

COUNTY OF NY )

ss.:



On the 15 day of July in the year 2003, before me, the undersigned, personally appeared IRA ZICHERMAN, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual

acted, executed the instrument.



Notary Public

ANNA M. VERO

NOTARY PUBLIC, State Of New York

No. 01VE6058450

Qualified In Nassau County

Commission Expires May 14, 20 OF

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