PAUL HOFFMAN, ATTORNEVS•AT•LAW

PAUL HOFFMAN, ATTORNEVS•AT•LAW 41-42 KONGENS GADE POST OFFICE BOX 870 ST. THOMAS. V.S. VIRGIN ISLANDS 00804-0870 September 14, 2000 BY FAX AND REGULAR MAIL Mr. Darren K. Indyke J. Epstein & Company, Inc. 457 Madison Avenue New York, NY 10022 Re: J. Epstein Virgin Islands Foundation, Inc. Dear Darren: Enclosed are copies of Forms 1023 and 8718 which are date-stamped as received by the Virgin Islands Bureau of Internal Revenue on September 13, 2000. The determination letter. when issued by the Internal Revenue Service, will be sent directly to the Foundation at 6100 Red Hook Quarter, St. Thomas, VI 00802. Please send us a copy of the determination letter when received so we can forward it on to Attorney Smalls at the Virgin Islands Bureau of Internal Revenue. Attorney Smalls will then issue a determination letter from the Virgin Islands Bureau of Internal Revenge. Sincerely, PAUL HOFFMAN, a BMW:lb Enclosures cc: Mrs. Cecile R. de Jongh (w/encl.) Barbara Mignon Weatherly EFTA00311012 Form 8713 (Rev. January 1998) onsarunsat ate Traestry Memel Reams Simla user ree run Exempt.uryanlcauvn Determination Letter Request In Attach this form to determination letter application. (Form 8718 is NOT a determination letter application.) Contra number Amami paid Use lea scream 1 Name or organization J F-425 tein Tcancld. Pon HA aticr1, . Caution: Do not attach Form 8778 to an application for a pension plan determination e er. se OfT 8717 instead. 3 Type of request a 0 Initial request for a determination letter for: • An exempt organization that has had annual gross receipts averaging not more than S10.000 during the preceding 4 years. or • A new organization that anticipates gross receipts averaging not more than $10,000 during its firs. 4 years ► Note: If you checked box 3a. you must complete the Certification below. 2 Employer Identification Number Fed $15 Certification I certify that the annual gross receipts of name of organnatiOn have averaged (or are expected to average) not more than $10.000 during the preceding 4 (or the first 4) years : operation. Signature ► Title tio b [s] Initial request for a determination letter for: • An exempt organization that has had annual gross receipts averaging more than S10.000 during the preceding 4 years. or • A new organization that anticipates gross receipts averaging more than $10.000 during its rust 4 years . ► c 0 Group exemption letters Instructions The law requires payment of a user fee with each application for a determination letter. The user fees are listed on line 3 above. For more information, see Rev. Proc. 98-8. 1998.1. I.R.B. 225. Check the box on line 3 for the type of application you are submitting. If you check box 3a. you must complete and scc the carhresticn statemert that appears under line 3a. Attach to Form 8718 a check or money order payable to the Internal Revenue Service for the full amount of the user fee. If you do not include the full amount. your application will be returned. Attach Form 8718 to your determination letter application. RECEIVED WITH REMITTANCE PROCESS & ACCT. BRAWL SEP 1 3 2000 Inv; ISLANDS BUREAU OF INTERNAL REVENUE ST, THOMAS VI SSC SEC Send the determination letter application and Form 8718 to: Internal Revenue Service P.O. Box 192 Covington, KY 41012.0192 If you are using express mail or a delivery service. Send the application and Form 8718 to: Internal Revenue Service 201 West Rivercenter Blvd. Attn: Extracting Stop 312 Covington. KY 41011 FINANCIAL TRUST COMPANY, INC. 6100 RED HOOK QUARTERS, SUITE B-3 ST. THOMAS. USVI 00802 SCOTIABANK THE BANK OF NOVA SCOTIA CHARLOTTE AMALIE ST. THOMAS. USVI HD-605/216 5127 9/I II2000 PAY TO ORDER OFTHE Internal Revenue Service j $ "500.00 Five Hundred and 00/100 DOLLARS SKvmiau Internal Revenue Service r Den en or. THOMAS. LIEU! MEMO PIP EFTA00311013 ,„,1023 le September 19981 lesionent of the henry Iran Reventit Set•Ne Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code OMB No. 1545-0056 Note: If exempt ;fetus is appmvert this application wit be open for public inspection. Read the instructions for each Part carefully. A User Fee must be attached to this application. If the required information and appropriate documents are not submitted along with Form 8718 (with payment of the appropriate user fee), the application may be returned to you. Complete the Procedural Checklist on page 8 01 the instructions. art Identification &Applicant a Full name of organization (as shown in organizing document) EDatelb Virstin Islands Foundation. Inc 2 Employer identification number (EIN) PI none. see page 3 of the Specific Instrecifons.1 _ti7 b c/o Name applicable) 3 Name and telephone number of person to be contacted if additional information is needed Jeffrey Schantz c Address (number and street) Room/Suite Suite d City, town, or post office. state. and ZIP • 4. If you have a foreign see Specific Instructions for Part I, page 3. St Thomas. 00102 address. 4 nnua accounting period ends December S Date inconprategbfermed June a, z e Web site address 6 Check here d applying under section: a 0501(e) b 0 501th e ❑SO1 d ❑501 Did the organization previously apply for recognition of exemption under this Code section or under any other section of the Code? II 'Yes." attach an explanation is the organization required to hie Form 990 (or Form 990-EZ)? (2) N/A 0 Yes 0 No if No. attach an explanation (see page 3 of the Specific Instructions). Has the organization filed Federal income tax returns or exempt organization information returns? 0 Yes EtTI No if 'Yes.* state the form numbers. years filed. and Internal Revenittiftwhere PROCESS& ACCT. BRANCH 0 Yes al No SEP 1 3 ma Check the box for the type of organization. ATTASeitigAgyAgfyifrE47.ECOpyrA5y,T221 1C.DRRESPONDING ORGANIZING DOCUMENTS TO THE APPLICATION BEFORE MAILING (See Specilic Instructions for Part I. Line 10. on page 3) See also Pub. 557 for examples of organizational documents) a )0 Corporation— Attach a copy of the Articles of Incorporation (including amendments and restatements) showing approval by the appropriate state official: also include a copy of the bylaws. o 0 Trust— Attach a copy of the Trust Indenture or Agreement, including all appropriate signatures and dates. 0 Association— Attach a copy of the Articles of Association. Constitution, or other creating document, with a declaration (see instructions) or other evidence the organization was lormed by adoption of the document by more than one person; also include a copy of the bylaws. If the organization is a corporation or an unincorporated association that has not yet adopted bylaws. check here In: declare under me penalties of perpsy Mat I am sulhoroied to yin inn Opkeati011 on behae of the above organization and that i hare clammed inn application gong tn. accompanying scneeuies and attachments. and to the test of my knowledge *I is true. correct and complete ase .• • n Inn EFTA00311014 Form 1021 (Rey 9181 Page 2 Part Activities and Operational Inforrnation Provide a detailed narrative description of all the activities of the organization -past, present, and planned. Do not merely refer to or repeat the language in the organizational document. List each activity separately in the order of importance based on the relative time and other resources devoted to the activity. Indicate the percentage of time for each activity. Each description should include, as a minimum, the following: (a) a detailed description of the activity including its purpose and how each acitivity furthers your exempt purpose: (b) when the activity was or will be initiated: and (c) where and by whom the activity will be conducted. The Foundation intends to use its financial resources to support other not-for-profit organizations exempt under Section 501(c)(3) of the Internal Revenue Code. It will from time to time hold funds in in interest bearing accounts or investments in income yielding securities. Any income derived from such investments will be used for its stated exempt purposes. The activities of the Foundation will be administered by its Board of Trustees and duly appointed officers. 2 What are or will be the organization's sources of financial support? List in order of size. The Foundation will be funded principally by contributions from the initial donor. 3 Describe the organization's fundraising program. both actual and planned, and explain to what extent it has been put IMO effect. Include details of fundraising activities such as selective mailings. formation of fundraising committees. use of volunteers or professional fundraisers, etc. Attach representative copies of solicitations for financial support. No fund raising activities are planned for the Foundation. EFTA00311015 form 7023 IRO 'I'M Page 3 Part 11 Activities and Operational IrfOrmation (Continua. 4 Give the following information about the organization's governing body: a Names. addresses. and titles of officers. directors, trustees. etc. b Annual compensation Jeffrey Epstein - Trustee, President and Treasurer None c/o American Yacht Harbor, 6100 Red Hook, Quarters #2, St. Thomas, U.S.V.I. 00802 Paul Hoffman - Trustee, Vice President, Asst. None Treasurer and Asst. Secretary 41-42 Kongens Gade, St. Thomas, U.S.V.I. 00802 Jeffrey Schantz - Trustee, Vice President and None Secretary 457 Madicnn 417orsua, Ath Now York, NY 10032 e Oo any of the above persons serve as members of the governing body by reason of being public officials or being appointed by public officials? O Yes No If 'Yes.' name those persons and explain the basis of their selection or appointment. —> a U.S.V.I. corporation which is the initial donor and a substantial contibutor to the Foundation. Mr. Schantz is an employee of a business entity controlled by Mr. Epstein. d Are any members of the organization's governing body 'disqualified persons" with organization (other than by reason of being a member of the governing body) or do any have either a business or family relationship with 'disqualified persons"? (See Specific Part II, Line 4d. on page 3 ) if-res.-explain. Jeffrey Epstein, Trustee, President and Schantz, Trustee, Vice President and Secretary, of disqualified persons. Mr. Epstein is a principal, Pr door ann Mr- ccnanta }s a director Does the organization control or is it controlled by any other organization" is the organization the outgrowth of (or successor to) another organization, or does it have a special relationship with another organization by reason of interlocking directorates or other factors? . . . Yes O No if either of these questions is answered 'Yes." explain. See response to item 4.d. above. Mr. Epstein is director and President of The C.0.U.Q. Foundation, Inc. and a Trustee of the J. Epstein Foundation both of which are already qualified under Section 501(c)(3) of the Internal Revenue Code. It is not intended that there will be any dealings between either of these organizations and the Foundation. respect to the of the members Instructions for co Yes O No Treasurer, and Jeffrey the Foundation, are a director and the 6 Does or will the organization directly or indirectly engage in any of the following transactions with any political organization or other exempt organization (other than a 501(c)(3) organization) . (a) grants: (b) purchases or sales of assets; (c) rental of facilities or equipment; (d) loans or loan guarantees. (e) reimbursement arrangements; (0 performance of services, membership, or fundraising solicitations; or (g) sharing of facilities. equipment, marling lists or other assets. or paid employees' ❑ Yes No 'Yes: explain fully and identify the other organizations involved. 7 Is the organization financially accountable to any other organization' O Yes )p No if -Yes," explain and identify the other organization. Include details concerning accountability or attach copies of reports if any have been submitted C. EFTA00311016 Fenn 1023 IRev 9 99) Pave 4 Part II Activities and Operational Inkeniatian (Ccritinual 8 What assets does the organization have that are used in the performance of its exempt function? (Do.not include property producing investment income.) If any assets are not fully operational, explain their status, what additional steps remain to be completed, and when such final steps will be taken. If none, indicate -NIA: N/A 9 Will the organization be the beneficiary of tax-exempt bond financing within the next 2 years?. . O Yes El No 10a Will any of the organization's facilities or operations be managed by another organization or individual under a contractual agreement' O Yes fa Nob Is the organization a party to any leases? O Yes J NoIf either of these questions is answered 'Yes; attach a copy of the contracts and explain the relationship between the applicant and the other parties. 11 Is the organization a membership organization? O Yes Q No If 'Yes.' complete the following: a Describe the organization's membership requirements and attach a schedule of membership fees and dues. b Describe the organization's present and proposed efforts to attract members and attach a copy of any descriptive literature or promotional material used for this purpose. c What benefits do (or will) the members receive in exchange for their payment of dues" 12a if the organization provides benefits. services, or products. are the recipients required. or will they be required. to pay for them? N/A O Yes O No If -yes: explain how the charges are determined and attach a copy of the current fee schedule. b Does or will the organization limit its benefits, services. or products to specific individuals or classes of individuals? N/A O Yes O No if - Yes: explain how the recipients or beneficiaries are or will be selected. 13 Does or will the organization attempt to influence legislation? O Yes No if 'Yes.- explain. Also. give an estimate of the percentage of the organization's time and funds that it devotes or plans to devote to this activity 14 Does or will the organization intervene in any way in political campaigns. including the publication or distribution of statements' 1/ Yes,' ?)i plain fully O Yes No EFTA00311017 F011,1 1023 Rea 9.9a1 Page 5 Part III Technical Reqdrennents 1 Are you filing Form 1023 within 15 months from the end of the month in which your organization was created or formed" LYes ❑ No If you answer "Yes,* do not answer questions on lines 2 through 6 below. 2 If one of the exceptions to the 15-mOnth filing requirement shown below applies. check the appropriate box and proceed to question 7. Exceptions— You are not required to file an exemption application within 15 months if the organization: a Is a church. interchurch organization of local units of a church, a convention or association of churches. or an integrated auxiliary of a church. See Specific Instructions, Line 2a. on page 4: b Is not a private foundation and normally has gross receipts of not more than 55.000 in each tax year: or c Is a subordinate organization covered by a group exemption letter, but only if the parent or supervisory organization timely submitted a notice covering the subordinate. 3 if the organization does not meet any of the exceptions on line 2 above. are you filing Form 1023 within 27 months from the end of the month in which the organization was created or formed? ❑ Yes ❑ No il "Yes.- your organization qualifies under Regulation section 301.9100-2. for an automatic 12 month extension of the 15-month filing requirement. Oo not answer questions 4 through 6. if 'No.- answer question 4 4 II you answer No to question 1. does the organization wish to request an extension of time to apply under the 'reasonable action and good faith' and the 'no prejudice to the interest of the government* requirements of Regulations section 301 9100-3? ❑ Yes ❑ No if "Yes." give the reasons for not filing this application within the 27-month period described in question 3 See Specific Instructions, Part HI. Line 4. before completing this item. Do not answer questions 5 and 6 if No. answer questions 5 and 6 5 :1 you answer -No' to question 4. your organizations qualification as a section 501(c)(3) organization can be recognized only from the date this application is filed. Therefore, do you want us to consider the application as a request for recognition of exemption as a section 501(c)(3) organization from the date the application is received and not retroactively to the date the organization was created or formed' . ❑ Yes ❑ No 6 it you answer 'Yes' to question S above and wish to request recognition of section 501(c1(4) status for the period beginning with the date the organization was formed and ending with the date the Form 1023 application was received (the effective date of the organizations section 501(O31 status). check here ► ❑ and attach a completed page 1 of Form 1024 to this application EFTA00311018 Form 1023 Pm 9el Page 6 Part Techrical Requirements (antimal 7 is the organization a private foundation? Na Yes (Answer question 8.) ❑ No (Answer question 9 and proceed as instructed.) 8 II you answer "Yes" to question 7. does the organization claim to be a private operating foundation? ❑ Yes (Complete Schedule E.) fR No After answering quesiacrt 8 m this tire. go to lire 14 cri page 7. 9 If you answer 'No' to question 7. indicate the public charity classification the organization is requesting by checking the bnx below that most appropriately applies: THE ORGANIZATION IS NOT A PRIVATE FOUNDATION BECAUSE IT QUALIFIES: a ❑ As a church or a convention or association of churches Sections 509(a)(1) (CHURCHES MUST COMPLETE SCHEDULE A.) and 170(b)(1)(A)(i) Sections 509(a)(1) b ❑ As a school (MUST COMPLETE SCHEDULE B.) and 170(3)(1)(Allii) e ❑ As a hospital or a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital (These organizations, except for hospital service organizations. MUST COMPLETE SCHEDULE C.) Sections S09(a)(1) d ❑ As a governmental unit described in section 110(c)(1). and 170(b)(1)(A)(v) e ❑ As being operated solely for the benefit of, or in connection with. one or more of the organizations described in a through d, g, h, or i (MUST COMPLETE SCHEDULE 0.) I ❑ As being organized and operated exclusively for testing for public safety. Section S09(a)(4) g ❑ As being operated for the benefit of a college or university that is owned or operated by a governmental unit. h ❑ As receiving a substantial pail of its support in the form of contributions from publicly supported organizations. from a governmental unit, or from the general public. Sections 509(a)(1) and 170(b)(1)(A)(iii) Section 509(a)(3) Sections S09(a)(1) and 170())(1)(A)(ivl Sections S09(a)(1) and 1701b1110)(vd ❑ As normally receiving not more than one-third of its support from gross investment income and more than one•third of its support from contributions, membership fees. and gross receipts from activities related to its exempt functions (subject to certain exceptions). Section S09(a)(2) j ❑ The organization is a publicly supported organization but is not sure whether it meets the public support test of h or i. The organization would like the 'RS to decide the proper classification.Sections sos(a)(1) and I70021(1)(Allvil or Section 509(a)(2) If you checked one of the boxes a through I in question 9, go to question 14. If you checked box g in question 9, go to questions 11 and 12. If you checked box h, i, or j, in question 9, go to question 10. EFTA00311019 F dim 1023 iRev 9.90) Page 7 Part III Technical Requinernents (Contrive°, 10 If you checked box h, i, or j in question 9, has the organization completed a tax year of at least 8 months? O Yes—Indicate whether you are requesting: O A definitive ruling. (Answer questions 11 through 14.) O An advance ruling. (Answer questions 11 and 14 and attach two Forms 1372.G completed and signed.) ❑ No—You must request an advance ruling by completing and signing two Forms $72-C and attaching them to the Form 1023. 11 If the organization received any unusual grants during any of the tax years shown in Part IV-A. Statement of Revenue and Expenses, attach a list for each year showing the name of the contributor: the date and the amount of the grant; and a brief description of the nature of the grant. 12 II you are requesting a definitive ruling under section 170(1)0)(0v) or (vi), check here ► O and: a Enter 2% of line 8, column (e), total, of Part IV-A h Attach a list showing the name and amount contributed by each person (other than a governmental unit or "publicly supported" organization) whose total gifts, grants, contributions. etc., were more than the amount entered on line 12a above. 13 If you are requesting a definitive ruling under section 509(a)(2). check here ► O and: 14 a For each of the years included on lines 1. 2. and 9 of Part IV.A, attach a list showing the name of and amount received from each 'disqualified person.' (For a definition of 'disqualified person,' see Specific Instructions, Part II. Line 4d, on page 3.1 to For each of the years included on line 9 of Part IV-A. attach a list showing the name of and amount eceived from each payer (other than a 'disqualified person') whose payments to the organization were more than SS,000. For this purpose. 'payer" includes, but is not limited to. any organization described in sections 110(b)(1)(A)(i) through i) and any governmental agency or bureau. indicate if your organization is one of the following. II so. complete the required schedule. (Submit If "Yes,' only those schedules that apply to your organization. Do not submit blank schedules.) Yes No complete Schedule: is the organization a church, is the organization. or any part of it, a school? is the organization. or any part of it. a hospital or medical research organization? . X A B C is the organization a section 509(a)(3) supporting organization? X 0 is the organization a private operating foundation? is the organization, or any part of it, a home for the aged or handicapped? is the organization. or any part of it. a child care organization? X E Does the Organization provide or administer any Scholarship benefits, student aid, etc 7 El Has the organization taken over or will it take over, the facilities of a 'for prole institution ,X EFTA00311020 F we 1023 leer 9 981 Page 8 Part IV Financial Data Complete the financial statements for the current year and for each of the 3 years immediately before it. If in existence less than 4 years. complete the statements for each year in existence. If in existence less than 1 year, also provide proposed budgets for the 2 years following the current year. A Stater ran of Reueruo ad BA:tenses I Gifts. grants, and contributions reamed (not including unusual grants-see page 6 of the instructions) 2 Membership fees received 3 Gross investment income (see instructions for definition) 4 Net income from organization's unrelated business activities not included on line 3 5 Tax revenues levied for and either paid to or spent on behalf of the organization 6 Value of services a facilities lumisted by a governmental unit to the aganization without charge (not including the value of services or fealties generally ftsnished the public without charge) . 7 Other income (not including gain or loss from sale of capital assets) (attach schedule) 8 Total (add lines 1 through 7) 9 Gross peelers from admissions, sales d mattandise or services. or furnshng of facilities in any activity that rs not an unrelated business within the meaning of section 513. Include related cost of sates on line 22 10 Total (add lines 8 and 9) 11 Gain Gloss from sale of capital assets (attach schedule) 12 Unusual grants 13 Total revenue (add lines 10 through 12) Current tax year 3 prior tax years or proposed budget for 2 years (*from 6J15 to 4/13 (b) 2001 (c) 2002(dl (e) TOTAL 1$7,son 25411111 25,OOO 237, 500 1 0, 000 10,000 20, 00 0 187,500 35,000 35,000 257,5OO 14 Fundranng expenses . . . 15 Contributions. gifts. grants. and similar amounts paid (attach schedule) 16 Disbursements to or for benefit of members (attach schedule) . 17 2, 18 PC LI 19 20 21 22 23 Compensation of officers. directors. and trustees (attach schedule) Other salaries and wages- Interest Occupancy (rent, utilities. etc.) Depreciation and depletion Other (attach schedule) . Total ”roenses ladd Ines L1 37, 500 37,500 EFTA00311021 Form 1023 Ian 3.911) Page 9 Part IV Financial Data (Contirvect EL Balance Sheet (a the end of the period shone Current tag year Date9 inn Assets 1 Cash 2 Accounts receivable. net 1 Inventories 4 Bonds and notes receivable (attach schedule) 5 Corporate stocks (attach schedule) 6 Mortgage loans (attach schedule) 7 Other investments (attach schedule) 8 Depreciable and depletable assets (attach schedule) 9 Land 0 Other assets (attach schedule) 1 Total assets (add tines 1 through 10) Liabilities Accounts payable 3 Contributions. gills. grants. etc . payable 4 Mortgages and notes payable (attach schedule) 5 Other liabilities (attach schedule) 6 Total liabilities (add lines 12 through 15) Fund Balances n Net Assets 7 Total fund balances or net assets 8 Total liabilities and fund balances or net assets (add line 16 and line 17) there has been any substantial change in any aspect of the organization's financial activities since the end of the period hown above. check the box and attach a detailed explanation 1 187,500 2 3 4 6 7 8 9 10 11 12 187,500 13 14 15 16 17 18 187,500 EFTA00311022 Jeffrey E. Epstein CERTIFICATION OF BY-LAWS OF J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. I, as the sole member ofJ. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC., state that on June 15, 2000, I adopted By-Laws for the J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC., and the attached is a true and complete copy of the said By-Laws of J. EPSTEIN VIRGIN ISLANDS FOUNDATION, INC. In witness whereof I set my hand and seal this-to uly, 2000. EFTA00311023 ARTICLES OF INCORPORATION RECEIVED OF LT. li0V. OFFICE W: J. EPSTEIN VIRGIN ISLANDS FOUNDATION, M 13 P 148' ::;:.T!nt13 We. the undersigned natural persons of the age of twenty-one years or more. all of whom are bona tide 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 tile 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 Hoffman. 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 0) 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(ai(2). 2106ta it21( A )( ii). 2522(aif 2) or 25.2203)(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 cam 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 t. any political campaign on behalf of or in opposition to any candidate for public office. EFTA00311024 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 41-42 Kongens Gade St. Thomas, VI 00802 Jeffrey Epstein Jeffrey Schantz 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 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 occurrinu in the Board of Trustees upon the death. resignation, expiration of term of office. or removal °lam Trustee. or as a result of an increase in the number of Trustees. shall be tilled by a majority vote of the remaining members of the Board of Trustees then in office under procedures specified in the -Law s. D. The names and addresses of the initial Officers of the Corporation are as follows: President Jeffrey Epstein 6100 Red Hook Quarter. Suite 13-3 American Yacht Harbor St. Thomas. VI 00802 EFTA00311025 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 41-42 Kongens Gade St. Thomas, VI 00802 Jeffrey Epstein Jeffrey Schantz 6100 Red Hook Quarter. Suite 13-3 American Yacht Harbor St. Thomas. VI 00802 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-Lau s. Any vacancy occurring in the Board of Trustees upon the death. resignation. expiration of term of office. or removal of an. Trustee. or as a result of an increase in the number of Trustees. shall be tilled by a majority vote of the remaining members of the Board of Trustees then in office under procedures specified in the -Law s. The :lames and addresses of the initial Officers of the Corporation are as follows: President Jeffrey Epstein 6 i 00 Red Hook Quarter. Suite B-$ American Yacht Harbor St. Thomas. VI 00802 EFTA00311026 Articles of Incorporation Page 3 Vice President Vice President Secretary Treasurer Assistant Secretary Assistant Treasurer Jeffrey Schantz 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas, VI 00802 Paul Hoffman 4142 Kongens Gade St. Thomas. VI 00802 Jeffrey Schantz 6100 Red Hook Quarter. Suite 8-3 American Yacht Harbor St. Thomas. VI 00802 Jeffrey Epstein 6100 Red Hook Quarter. Suite B-3 American Yacht Harbor St. Thomas. VI 00802 Paul Hoffman 41-42 Koneens Gade St. Thomas. VI 00802 Paul Hoffman 4142 Koneens Gade St. Thomas. VI 00802 E. The officers of the Corporation shall be elected at an annual meeting of the Board ot'Trustees un a date to he specified in the By-Laws. ARTICLE VI The Corporation is to have perpetual existence. ARTICLE VII A. -The-initial By-Laws of theCorporation shall be adopted by the Board of TrusieeiTihich may alter. amend or repeal the By-Laws or adopt new By-Laws. EFTA00311027 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 Paul Hoffman Jeffrey Epstein 2-21 Bonne Esperance St. Thomas. Virgin Islands 4142 Kongens Gade St. Thomas. VI 00802 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. EFTA00311028 Articles of Incorporation Page 5 IN WITNESS WHEREOF we have made, signed and acknowledged these Articles of Incorporation thisL day of 2000. BARB MI ON THE PAUL HOFF AN JEPFREY EPSTEIN TERRITORY OF THE VIRGIN ISLANDS ) )ss: DIVISION OF ST. THOMAS & ST. JOHN ) The foregoing instrument was acknowledged before me this / V day of by Barbara Mignon Weatherly and Paul Hoffman. STATE OF NEW YORK COUNTY OF N Notary Public )ss: X/ Linos it Pubic No. 81 'Munn!' Ira John, 13.8. Icon aA hip Commission expires Lela2000 The foregoing instrument was acknowledged before me this it. day of June 2000 by Jeffrey Epstein. Notary Public LAUREN J. KWINTNER Notary Public, State of New York No. 02KW6016686 Oualified in New York Count). U+ Commission Expires November 30, 20 EFTA00311029 BY-LAWS OF J. EPSTEIN VIRGIN ISLANDS FOUNDATION ARTICLE I OFFICE The principal business office of J. EPSTEIN VIRGIN ISLANDS FOUNDATION (the "Corporation") shall be located at 41-42 Kongens Gade, St. Thomas, Virgin Islands. The Corporation may establish and maintain other offices in the Virgin Islands, any of the States or possessions of the United States, and at such other places as may from time to time be selected by the Board of Trustees. ARTICLE II CORPORATE SEAL The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation. the year of its incorporation and the words "Virgin Islands". The Seal shall be in the possession of the Secretary of the Corporation. ARTICLE III BOARD OF TRUSTEES SECTION I. Number. Classification and Term of Office. The business, affairs, concerns, direction and the property of the Corporation shall be managed and controlled by the Board of Trustees. The number of Trustees shall be three (3), but the number may be changed from time to time by the amendment of these By-Laws, but in no event shall the number be less than three (3). Trustees may be elected by the written consent of the member. 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 the consent of the member or by a majority vote of the remaining members of the Board of Trustees then in office. EFTA00311030 By-Laws Page 2 The first Board of Trustees of the Corporation shall be composed of Paul Hoffman, Jeffrey Epstein and Jeffrey Schantz, who, subject to Article III, Section 6, shall hold office until new trustees are elected by the member. SECTION 2. Place of Meeting. The Trustees may hold their meetings in such place or places within or without the Virgin Islands as a majority of the Board of Trustees may, from time to time, determine. SECTION 3. Meetings. Meetings of the Board of Trustees may be called at any time by the President or the Secretary, or by a majority of the Board of Trustees. Trustees shall be notified in writing of the time, place and purpose of all meetings of the Board. Any trustee shall, however, be deemed to have waived such notice by his attendance at any meeting. SECTION 4. ationtii. A majority of the Board of Trustees shall constitute a quorum for the transaction of business, and if at any meeting of the Board of Trustees there is less than a quorum present. a majority of those present may adjourn the meeting from time to time. SECTION 5. Manner of Acting. At all meetings of the Board of Trustees, each trustee present shall have one vote. Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees. Any action authorized, in writing, by all of the Trustees entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Trustees with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board, at which a quorum was present. SECTION 6. Removal and Vacancies. Any Trustees may be removed by a majority vote of the Board of Trustees or by the written consent of the member, and vacancies in the Board of Trustees shall be filled by the member or by the remaining members of the Board and each person so elected shall be a Trustee until his successor is elected. SECTION 7. Compensation. No Trustee shall receive any salary or compensation for his services as a trustee. unless otherwise especially ordered by the Board of Trustees or these By-Laws. EFTA00311031 By-Laws Page 3 ARTICLE IV OFFICERS SECTION 1. Election. The Board of Trustees shall select a President, a Secretary and a Treasurer and may select one (1) or more Vice-Presidents, Assistant Secretaries or Assistant Treasurers, who shall be elected by the Board of Trustees at their regular annual meeting held annually on a date from time to time specified by the Board. The term of office shall be for one (1) year and until their successors are chosen. No one of such officers, except the President, need be a Trustee, but a Vice-President who is not a Trustee, cannot succeed to or fill the office of President. Any two (2) of the above-named offices, except those of President and Secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one (1) capacity. The Board of Trustees may fix the salaries of the officers of the Corporation. SECTION 2. The Board of Trustees may also appoint such other officers and agents as they may deem necessary for the transaction of the business of the Corporation. All officers and agents shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be designated by the Board of Trustees. Any officer or agent may be removed, or any vacancies filled by the Board of Trustees whenever, in their judgment, the business interests of the Corporation will be served thereby. SECTION 3. The Board of Trustees may secure the fidelity of any or all such officers by bond or otherwise. ARTICLE V DUTIES OF OFFICERS SECTION 1. President. The President shall be the chief executive officer of the Corporation. and in the recess of the Board of Trustees shall have the general control and management of its business and affairs subject. however. to the right of the Board of Trustees to delegate any specific power. except such as may be by statute exclusively conferred upon the President, to any other officer or officers of the Corporation. He shall preside at all meetings of the Trustees and all meetings of the member. unless otherwise determined by the member. SECTION 2. Vice-President. In case the office of President shall become vacant by death. resignation or otherwise. or in case of the absence of the President or his inability to discharge the duties of his office. such duties shall, for the time being, devolve upon the Vice-President, who shall EFTA00311032 By-Laws Page 4 do and perform such other acts as the Board of Trustees may, from time to time, authorize him to do, but a Vice-President who is not a Trustee cannot succeed to or fill the office of President. SECTION 3. Treasurer. The Treasurer shall have custody and keep account of all money, funds and property of the Corporation, unless otherwise determined by the Board of Trustees, and he shall render such accounts and present such statement to the Board of Trustees and President as may be required of him. He shall deposit all funds of the Corporation which may come into his hands in such bank or banks as the Board of Trustees may designate. He shall keep the bank accounts in the name of the Corporation and shall exhibit his books and accounts, at all reasonable times, to any trustee of the Corporation upon application at the office of the Corporation during business hours. He shall pay out money as the business may require upon the order of the properly constituted officer or officers of the Corporation, taking proper vouchers therefor; provided, however, that the Board of Trustees shall have power by resolution to delegate any of the duties of the Treasurer to other officers, and to provide by what officers, if any, all bills, notes, checks, vouchers, orders or other instruments shall be countersigned. He shall perform, in addition, such other duties as may be delegated to him by the Board of Trustees. SECTION 4. Secretary. The Secretary of the Corporation shall keep the minutes of all the meetings of the member of the Corporation and Board of Trustees in books provided for that purpose; he shall attend to the giving and receiving of all notices of the Corporation; he shall sign, with the President or Vice-President, in the name of the Corporation, all contracts authorized by the Board of Trustees and when necessary shall affix the corporate seal of the Corporation thereto; he shall have charge of such books and papers as the Board of Trustees may direct; all of which shall at all reasonable times be open to the examination of any Trustee upon application at the office of the Secretary. and in addition, he shall have such other duties as may be delegated to him by the Board of Trustees. ARTICLE VI AMENDMENT The member or the Board of Trustees may alter, amend, add to or repeal these By-Laws. including the fixing and altering of the number of members of the Board of Trustees; provided that the Board of Trustees shall not make or alter any By-Laws fixing their qualifications, classifications or term of office. EFTA00311033 VgDepartment of the Treasury Internal Revenue Service Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code Contents: Form 1023 and Instructions Form 872-C Note: For the addresses for filing Form 1023, see Form 8718, User Fee for Exempt Organization Determination Letter Request. For obtaining an employer identification number (E1N), see Form SS-4, Application for Employer Identification Number. Package 1023 (Rev. September 1998) Cat Nu <Mt: EFTA00311034 Department of the Treasury Internal Revenue Service Instructions for Form 1023 (Revised September 1998) Application for lecogition of Exerrption Under Section 5O1(c)(3) of the Internal Revenue Code Note: Retain a copy of the completed form 7013 m the organization's permanent records. See Public Inspection of Form 1021 regarding public inspection of approved applications. General Instructions Section references are to the Internal Revenue Code unless otherwise noted. User Fee.— Submit with the Form 1023 application for a determination letter. a Form 8718, User Fee for Exempt Organization Determination t elver Request, and the user fee called for in the Form 8118. You may obtain Form 8718. and additional forms and publications, through your local IRS office or by calling 1.800.829.3676 (1.800-TAX-FORM). User fees are subject to change on an annual basis. Thetelore, be sure that you use the most current Form 8718. Helpful information. —For additional information. see: • Pub. 557, Tax•E rem pt Status for Your Organization • Pub. 598, Tax on Unrelated Business Income of Exempt Organizations • Pub. 578, Tax Information for Private Foundations and foundation Managers • Internet site, www rs.ustreas.govitrus_inforeor Purpose of Form 1. Completed Form 1023 required for section S01(c)(3) exemption. —Unless it meets one of the exceptions in 2 below, any organization formed alter October 9. 1969. must he a Form 1023 to qualify as a section 501lc)(31 organization the IRS determines if an organization is a private foundation from the information entered on a Form 1023. 2. Organizations not required to tile Form 1023.—The following types of organizations may be considered tax-exempt under section 5011c93) even rf they do not hie Form 1023: 1. Churches. 2. Integrated auxiliaries of churches. and conventions or associations of churches. or 3. Any organization that: (a) Is not a private foundation (as defined in section 509(a)), and (b) Has gross receipts in each taxable year of normally not more than 55.000. Even d the above organizations are not required to file Form 1023 to be tax•exempt. these organizations may choose to file form 1023 in order to receive a determination letter that recognizes thew section 501(c)(3) status. Section 501)03) status provides certain incidental benefits such as: • Public recognition of lax-exempt status. • Advance assurance to donors of deductibility of contributions. • Exemption horn certain state taxes. • Exemption from certain Federal excise taxes. • Nonprofit mailing privileges. etc. 3. Other organizations.— Section 501(e) and 9) cooperative service organizations. section 501(k) child care organizations, and section 501(n) charitable risk pools use Form 1023 to apply for a determination letter under section 5011013). 4. Group exemption letter.—Generally. Form 1023 is not used to apply for a group exemption letter. See Pub. 557 for information on how to apply for a group exemption letter. 1A,hat To File All applicants must complete pages I through 9 of Form 1023. These organizations must also complete the schedules or form indicated: 1. Churches Schedule A 2. Schools Schedule 8 3. Hospitals and Medical Research Schedule C 4. Supporting Organizations (5091a931) Schedule S. Private Operating Foundations Schedule E 6. Homes for the Aged or Handicapped . . Schedule F 7. Child Care Schedule G B. Scholarship Benefits or Student Aid Schedule H 9. Organizations that have taken over or will take over a "lot prole institution Schedule I 10. Organizations requesting an advance ruling in Part lit line 10 Form 872-C Attachments.— For any attachments submitted with Form 1023.— • Show the organization's name. address. and employer identification number (FIN). • Identify the Part and line item number to which the attachment relates. • Use 81/2 x 11 inch paper for any attachments. • Include any court decisions. rulings, opinions, etc.. that will expedite processing of the application. Generally. attachments rn the form of tape recordings are not acceptable unless accompanied by a transcript. When To File An organization formed after October 9, 1969. must file Form 1023 to be recognized as an organization described in section 501(c)(3). Generally. if an organization files its application within 15 months after the end of the month in which it was formed. and if the IRS approves the application, the effective date of the organization's section 501(c)(3) status will be the date it was organized. Generally, if an organization does not file its application (Form 1023) within 15 months after the end of the month in which it was formed, it will not qualify for exempt status during the period before the date of its application. For exceptions and special rules. including 23. automatic extensions in some cases, see Part Ill of Form 10 The date of receipt of the Form 1023 is the date of the U.S. postmark on the cover in which an exemption application is mailed or. if no postmark appears on the cover, the date the application is stamped as received by the IRS. Private delivery services. —See the instructions for your income tax return for information on certain private delivery services designated by the IRS to meet the 'timely mailing as timely filing/paying rule? The private delivery service can tell you how to get written proof of the mailing date. Caution: Private delivery services cannot deliver items to P.O. boxes. You must use the U. S. Postal Service to mail any item to an IRS P.O. box address. See the FOOD 8718 for the P.O. box address as well as the express mail or a delivery service address. lAhere To File Eire the completed Form 1023 application. and all required informa