EFTA00169305 # ARTICLES OF INCORPORATION OF RECEIVED LT. LOV. OFFICE # J. EPSTEIN VIRGIN ISLANDS FOUNDATION, 13 P 1:48 CORPORATIONS We, the undersigned natural persons of the age of twenty-one years or more, all of whom are bona fide residents of the Virgin Islands of the United States, acting as incorporators of a corporation to be named J. Epstein Virgin Islands Foundation. Inc., do adopt the following Articles of Incorporation for such corporation pursuant to the Nonprofit Corporations Law of the Virgin Islands (Chapter 3, Title 13, Sections 491 et seq. of the Virgin Islands Code), as the same may be amended from time to time, do make and file these Articles of Incorporation in writing and do certify: ## ARTICLE I The name of the corporation (hereinafter referred to as the "Corporation") is J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. ## ARTICLE II The principal office of the Corporation in the Virgin Islands is located at 41-42 Kongens Gade, St. Thomas, Virgin Islands, and the name of the resident agent of the Corporation at that address is Paul Hotlman. ## ARTICLE III A. The Corporation is organized exclusively for charitable, educational and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of subsequent tax law). Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3), or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), 2106(a)(2)(A)(ii), 2522(a)(2) or 2522(b)(2). B. No part of the net earnings of the Corporation shall inure to the benefit of any individual. The Corporation shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of its purposes. The Corporation may carry on propaganda or otherwise attempt to influence legislation but only to the extent permitted by the Internal Revenue Code. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAQ_001649 DB-SDNY-0000689 EFTA_00019559 EFTA00169306 ## Articles of Incorporation Page 2 ## ARTICLE IV The member of the Corporation shall be Jeffrey E. Epstein or such person or entity as he shall designate in writing. ## ARTICLE V A. The Corporation shall be managed by a Board of Trustees which may further delegate management responsibilities to the officers of the Corporation. The number of Trustees constituting the Board of Trustees is three. The number of Trustees may be increased or decreased from time to time by amendment to the By-laws, but in no event shall the number be less than three. B. The names and addresses of the initial Board of Trustees are as follows: Paul Hoffman St. Thomas, VI 00802 Jeffrey Epstein 6100 Red Hook Quarter. Suite B+3 American Yacht Harbor St. Thomas, VI 00802 Jeffrey Schantz 6100 Red Hook Quarter, Suite B-3 American Yacht Harbor St. Thomas, VI 00802 C. Trustees shall be elected by the member as specified in the By-Laws. Any vacancy occurring in the Board of Trustees upon the death, resignation, expiration of term of office, or removal of any Trustee, or as a result of an increase in the number of Trustees, shall be filled by a majority vote of the remaining members of the Board of Trustees then in office under procedures specified in the By-Laws. D. The names and addresses of the initial Officers of the Corporation are as follows: President Jeffrey Epstein 6100 Red Hook Quarter, Suite B-3 American Yacht Harbor St. Thomas, VI 00802 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO_001650 DB-SDNY-0000690 EFTA_00019560 EFTA00169307 Articles of Incorporation Page 2 ## ARTICLE IV The member of the Corporation shall be Jeffrey E. Epstein or such person or entity as he shall designate in writing. ## ARTICLE V A. The Corporation shall be managed by a Board of Trustees which may further delegate management responsibilities to the officers of the Corporation. The number of Trustees constituting the Board of Trustees is three. The number of Trustees may be increased or decreased from time to time by amendment to the By-laws, but in no event shall the number be less than three. B. The names and addresses of the initial Board of Trustees are as follows: Paul Hoffman St. Thomas, VI 00802 Jeffrey Epstein 6100 Red Hook Quarter, Suite B-3 American Yacht Harbor St. Thomas, VI 00802 Jeffrey Schantz 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas, VI 00802 C. Trustees shall be elected by the member as specified in the By-Laws. Any vacancy occurring in the Board of Trustees upon the death, resignation, expiration of term of office, or removal of any Trustee, or as a result of an increase in the number of Trustees, shall be filled by a majority vote of the remaining members of the Board of Trustees then in office under procedures specified in the By-Laws. D. The names and addresses of the initial Officers of the Corporation are as follows: President Jeffrey Epstein 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas, VI 00802 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO_001651 DB-SDNY-0000691 EFTA_00019561 EFTA00169308 ## Articles of Incorporation Page 3
Vice PresidentJeffrey Schantz6100 Red Hook Quarter, Suite B-3American Yacht HarborSt. Thomas, VI 00802
Vice PresidentPaul Hoffman
St. Thomas, VI 00802
SecretaryJeffrey Schantz6100 Red Hook Quarter, Suite B-3American Yacht HarborSt. Thomas, VI 00802
TreasurerJeffrey Epstein6100 Red Hook Quarter, Suite B-3American Yacht HarborSt. Thomas, VI 00802
Assistant Secretary Paul Hoffman Assistant Treasurer Paul Hoffman St. Thomas, VI 00802 E. The officers of the Corporation shall be elected at an annual meeting of the Board of Trustees on a date to be specified in the By-Laws. ## ARTICLE VII The Corporation is to have perpetual existence. ## ARTICLE VI A. The initial By-Laws of the Corporation shall be adopted by the Board of Trustees, which may alter, amend or repeal the By-Laws or adopt new By-Laws. CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAQ_001652 DB-SDNY-0000692 EFTA_00019562 EFTA00169309 Articles of Incorporation Page 4 B. In the event of the dissolution or final liquidation of the Corporation: (1) None of the property of the Corporation nor any proceeds thereof shall be distributed to or divided among any of the Trustees or officers of the Corporation or inure to the benefit of any individual. (2) After all liabilities and obligations of the Corporation have been paid, satisfied and discharged, or adequate provisions made therefor, all remaining property and assets of the Corporation shall be distributed for an exempt purpose or for public use in accordance with section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of subsequent tax law) and the regulations issued thereunder. ## ARTICLE VIII The names and addresses of the persons who are the incorporators of the Corporation are as follows: Barbara Mignon Weatherly St. Thomas, Virgin Islands Paul Hoffman St. Thomas, VI 00802 Jeffrey Epstein 6100 Red Hook Quarter, Suite B-3 American Yacht Harbor St. Thomas, VI 00802 ## ARTICLE IX The amount of indebtedness to which the Corporation may be subject is unlimited. ## ARTICLE X. The articles of incorporation may be amended when authorized by a vote of two-thirds of the members comprising the membership of this Corporation, given at a meeting, or by the written consent of all the members without a meeting. CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)
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EFTA00169310 Articles of Incorporation Page 5 IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation this 14 day of June, 2000. Balan Mian Watt A BARBAEA MIGNON WEATHERLY PAUL HOFFMAN JEFFREY EPSTEIN TERRITORY OF THE VIRGIN ISLANDS ) DIVISION OF ST. THOMAS & ST. JOHN) The foregoing instrument was acknowledged before me this 14 day of June 2000 by Barbara Mignon Weatherly and Paul Hoffman. Notary Public STATE OF NEW YORK Linda M Berry Notry Public No. 62/98 Bf. Thumas/Bf. John, U.S. Virgin Islands My Commission expires 7/19/98 COUNTY OF New York The foregoing instrument was acknowledged before me this $12^{th}$ day of June, 2000 by Jeffrey Epstein. Notary Public LAUREN J. KWINTNER Notary Public, State of New York No. 02KW6016686 Qualified in New York County Commission Expires November 30, 20 CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e) USAO_001654 DB-SDNY-0000694 EFTA_00019564