EFTA00227381

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 2 
Financial Trust Company, Inc. ["FTC"] allege that Citibank, N.A. 
and Citigroup, Inc. [collectively "Citibank") misrepresented 
facts and fraudulently induced them to borrow $ 10 million to 
invest in a venture managed by AIG Global Investment Corporation 
["AIG"] and anther $10 million to invest in a venture managed by 
Mass Mutual. The plaintiffs allege that the defendants failed to 
disclose information and negligently and fraudulently 
misrepresented facts concerning their relationship with AIG, that 
the plaintiffs detrimentally relied on these misrepresentations 
and omission, and that the defendants breached their fiduciary 
duty to the plaintiffs. The plaintiffs seek rescission of the 
promissory notes and punitive damages. 
Previously, I ruled that this court has personal 
jurisdiction over Citibank and Citigroup, venue in this court is 
proper under 28 U.S.C. § 1391(a), this case need not be 
transferred to New York, the amended complaint adequately states 
claims upon which relief may be granted under Federal Rule of 
Civil Procedure 12(b) (6) for the breach of fiduciary duty and 
negligent misrepresentation claims, and counts I, II, III and VI 
of the first amended complaint failed to meet Federal Rule of 
Civil Procedure 9(b)'s heightened pleading standard. I did, 
however, grant the plaintiffs leave to amend the complaint. 
Financial Trust Co. v. Citibank, 268 F. Supp.2d 561 (D.V.I. 
Case No. 08-80736-CV-MARRA 
P-000721 
EFTA00228101

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 3 
2003). 
II. LEGAL ANALYSIS 
A. 
Federal Rule of Civil Procedure 9(b) 
In order to state a viable fraud claim, Rule 9(b) requires a 
plaintiff to plead (1) a specific false representation or 
omission of material fact; (2) knowledge by the person who made 
it of its falsity; (3) ignorance of its falsity by the person to 
whom it was made; (4) the intention that it should be acted upon; 
and (5) that the plaintiff acted upon it to his damages." In re 
Rockfeller Ctr. Props., Inc., 311 F.3d 198, 215 (3d Cir. 2002). 
Courts should apply Rule 9(b) with some flexibility and should 
not require plaintiffs to plead issues that may have been 
concealed by the defendants. Rob 
v. City Investing Co. 
Liquidating Trust, 155 F.3d 644 (3d Cir. 1998). Although the 
rule does not require a recitation of "every material detail" of 
the alleged fraud, it does require "that plaintiffs support their 
allegations of fraud with all of the essential factual background 
that would accompany 'the first paragraph of any newspaper story' 
- that is the 'who, what, when, where and how' of the events at 
issue.'" In re Rockefeller Ctr. Props., Inc., 311 F.3d at 217 
(quoting In re Burlington, 114 F.3d at 1422). However, the Third 
Circuit Court of Appeals has held that the "requirements of Rule 
9(b) may be satisfied if the complaint describes the 
Case No. 08-80736-CV-MARRA 
P-000722 
EFTA00228102

• 
Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 4 
circumstances of the alleged fraud with 'precise allegations of 
date, time or place' or by using some means of 'injecting 
precision and some means of substantiation into their allegations 
of fraud.'" Board of Trustee of Teamsters Local 863 Pension Fund 
v. Foodtown, Inc., 296 F.3d 164, 173 n.10 (3d Cir. 2002) 
(internal citations omitted). 
Plaintiffs allege that false statements or statements where 
material facts were omitted were made pursuant to a course of 
conduct to fraudulently induce plaintiffs into a series of 
investments and related loans. Plaintiffs allege that Citibank's 
actions did not conform to the representations in the statements, 
that defendants were acting in plaintiffs' best interests. For 
example, it is alleged that in conversations between April 29, 
1999 and May 2, 1999, Dayle Davison, a Vice President of Citibank 
in the Private Banking Division, called Epstein to introduce him 
to an "exceptional investment opportunity." (Compl. 9f 13.) In 
follow-up telephone conversations during that same two week 
period, Davison and her associates made additional specific 
representations about the AIG Investment, without disclosing 
Citibank and AIG's relationship. Davison also during that period 
represented that Citibank had "done their due diligence" and 
would remain actively involved in the deal. (Compl. ¶ 14.) In 
August 2001, in an effort to dissuade Epstein from seeking to 
Case No. 08-80736-CV-MARRA 
P-000723 
EFTA00228103

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 5 
remove AIG as the manager of the AIG Investment, John Purcell, a 
Citibank representative, told Jeffrey Schantz, a lawyer for 
Epstein, that Citibank was acting in Epstein's interests and that 
Epstein should trust Citibank rather than talk about actions 
which would run counter to Citibank's undisclosed interests. 
(Compl. 1 37.) These facts all allege that defendants failed to 
state or disclose "additional or qualifying information 
regarding" their relationship with AIG. 
These specific facts are enough to plead fraud with the 
particularity required by Rule 9(b). The plaintiffs have alleged 
that Davison, Epstein's primary contact at Citibank, made 
specific false representation and omissions of material facts of 
the relationship between AIG and Citibank in April and May of 
1999. The complaint has also alleged that Davison, and others at 
Citibank, knew of the relationship between Citibank and AIG and 
that they knew Epstein was unaware of this relationship. Finally, 
as I had previously ruled, the complaint also alleges that 
Epstein acted upon this information and but for Citibank's 
actions he would not have been injured. 
The basic purpose of Rule 9(b) has been fulfilled - 
plaintiff has alleged enough information, including specific 
names and dates, to put Citibank on notice of the fraudulent 
actions it has alleged to have committed. Moreover, since some 
Case No. 08-80736-CV-MARRA 
P-000724 
EFTA00228104

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 6 
of the misrepresentations were alleged to be omissions, Rule 9 
does not require specification of time, place, and nature of 
misrepresentation for these statements; rather, it requires only 
that the plaintiff identify the facts not communicated. See 
Golden Trade, S.R.L. v Jordache, 143 F.R.D. 504 (S.D.N.Y. 1992); 
Cottman Transmission Sys. Inc. v. Dubinsky, 95 F.R.D. 351, 353 
(E.D. Pa. 1982)("Conduct which never occurred cannot be described 
with greater particularity other than to state that it did not 
occur.") 
The information contained in the second amended complaint is 
enough for counts I, II, III, and VI to survive this motion to 
dismiss for failure to plead fraud with particularity pursuant to 
Federal Rule of Civil Procedure 9(b). 
B. 
Federal Rol* of Civil Procedure 12(b)6) 
The defendants also argue that 12(b)(6) mandates dismissal 
of the complaint for failure to state a claim upon which relief 
can be granted. To the extent that plaintiffs are attempting to 
reargue their previous motion to dismiss, I reiterate my ruling 
that Virgin Islands law governs this case, that the complaint 
adequately alleges that the defendants' wrongful conduct caused 
the plaintiffs' loses, and that plaintiffs' claims of breach of 
fiduciary duty and negligent misrepresentation should not be 
dismissed. Financial Trust Co., 268 F. Supp. 2d at 576. The 
Case No. 08-80736-CV-MARRA 
P-000725 
EFTA00228105

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 7 
only claims left to be decided are the fraud claims. 
In order to state a claim for fraud, the plaintiff must 
prove "(1) a specific false representation of material fact; (2) 
knowledge by the person who made it that it was false; (3) 
ignorance of its falsity by the person to whom it was made; (4) 
the intention that it should be acted upon; and (5) that the 
plaintiff acted upon it to his damage.'" Financial Trust Co., 268 
F. Supp.2d at 575 (quoting Shapirio v. UJB Fin. Corp., 964 F.2d 
272, 284 (3d Cir. 1992)). 
The defendants base their argument that plaintiffs have 
failed to state a claim upon which relief can be granted for 
fraud on their allegation that the alleged omission of the 
relationship between AIG and defendants was disclosed and thus 
the "bespeaks caution" doctrine applies to the case. Under this 
theory, when some risks are disclosed in documents, the documents 
"bespeak caution" to the investor and the investor cannot later 
premise a fraud claim on the events of which he has been warned. 
Kline v. First Western Gov't Sec., Inc., 24 F.3d 480, 4289 (3d 
Cir. 1994). The defendants' claim that the Preliminary Offering 
Circular [the "pitch book"], which was allegedly given to 
Epstein, disclosed ongoing business relationships between 
Citibank and AIG and should invoke the "bespeaks caution" 
doctrine. 
Case No. 08-80736-CV-MARRA 
P-000726 
EFTA00228106

Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 8 
I have previously ruled that whether the "pitch book" 
referenced in the amended complaint is the document that 
plaintiffs rely on is a disputed fact that precludes a Rule 
12(b)(6) dismissal. Financial Trust Co., 268 F. Supp. 2d at 572. 
Nothing in any of the briefs have convinced me that the parties 
do not dispute which pitch book Epstein received, what 
disclosures were made in any such pitch book, and whether those 
disclosures revealed the alleged conflict. As such, a ruling on 
the "bespeaks caution" doctrine is not appropriate at this 
juncture in the case because it involves deciding issues of 
disputed fact. 
Plaintiffs have alleged all necessary elements of fraud. 
They have alleged that defendants intentionally misrepresented 
material facts, through omissions and statements assuring the 
plaintiffs that they were acting in Epstein's personal best 
interest. They have also alleged that the person who made these 
misrepresentations, Davison, knew of the relationship between 
AIG and Citibank and that Epstein and FTC did not know of this 
relationship. Finally, plaintiffs have also alleged that "but 
for" defendants misleading statements and omissions, plaintiff 
would not have proceeded with their loan and investment programs 
and would not have suffered these damages. Plaintiffs have thus 
alleged enough information to survive a Rule 12(b)(6) motion on 
Case No. 08-80736-CV-MARRA 
P-000727 
EFTA00228107

k 
Financial Trust Co. v. Citibank 
Civil No. 02-108 
Memorandum Opinion 
Page 9 
their fraud claims. 
C. 
The Mass .Mutual Investment Claims 
Although it is unclear from the second amended complaint 
which counts concern the Mass Mutual Fund, it is clear that at 
least some of the causes of actions allege that Citibank 
defrauded Epstein in relation to his loans and investment in the 
Mass Mutual Fund. Separately, defendants argue that the court 
should dismiss the claims alleging fraud relating to the Mass 
Mutual Fund for failure to plead fraud specifically under Rule 
9(b) and failure to state a claim upon which relief can be 
granted under Rule 12(b)(6). The plaintiff's basic allegation is 
that "because of Defendants' false assurances and omissions of 
true statements concerning their relationship with AIG and the 
AIG Investment, Plaintiffs made the investment in the Mass Mutual 
Fund and suffered significant losses." (Compl. 1 65.) 
Defendants essentially argue that plaintiff's loans and 
investment in the AIG and Mass Mutual funds should be viewed as 
two separate transactions. This view, however, belies the 
alleged conduct of Citibank. The underlying conduct alleged in 
the second amended complaint is that Citibank fraudulently 
induced plaintiffs into believing they had a preferred 
relationship with Citibank where Citibank was acting in Epstein's 
best interest in all of their transactions, including investing 
Case No. 08-80736-CV-MARRA 
P-000728 
EFTA00228108

, 
in the AIG and the Mass Mutual funds. Essentially, plaintiffs 
argue they were induced into a high stakes relationship with 
Citibank based on fraudulent statements and omissions, and but 
for these statements, they would not have enjoyed the type of 
relationship with Citibank to be in the position either for 
Citibank to present them an offer to loan them large sums of 
money to invest in the Mass Mutual fund or for plaintiff's to 
trust Citibank's investment advice. I believe that whether the 
underlying complained about conduct was two separate transactions 
or whether the conduct should be viewed as Citibank's 
relationship as a whole with Epstein is a matter of fact that 
goes to the issue of damages and is not appropriate for a Rule 
12(b)(6) motion.' Therefore, I rule that the fraud claims should 
not be separated into two different types - AIG and Mass Mutual - 
and thus my previous analysis of the applicability of Rule 9(b) 
and Rule 12(b)(6) apply equally to all claims for damages alleged 
to occur because of Epstein's investments in the AIG and Mass 
Mutual funds. 
III. CONCLUSION 
For the foregoing reasons, I will deny defendants' motion to 
dismiss. 
This opinion is supported by the structure of the second amended 
complaint which does not differentiate the counts between the Mass Mutual and 
AIG funds as defendant attempts to do. 
Case No. 08-80736-CV-MARRA 
P-000729 
EFTA00228109

I 
.• 
Financial Trust Co. Inc. I. Citibank 
Civ. No. 2002-108 
Memorandum Opinion 
Page 11 
ENTERED this 30th day of December, 2004. 
FOR THE COURT: 
 
/s/ 
Thomas K. Moore 
District Judge 
ATTEST: 
WILFREDO F. MORALES 
Clerk of the Court 
By: 
/s/ 
Deputy Clerk 
Copies to: 
Hon. Geoffrey W. Barnard 
Gregory H. Hodges, Esq. 
Maria Tankenson Hodge, Esq. 
Marshall H. Fishman, Esq. 
Kramer Levin Naftalis & Frankel LLP 
919 Third Avenue, New York, NY 10022 
Edward S. Feig, Esq. 
Arent, Fox, Klintner, Plotkin & Kahan, PLLC 
1675 Broadway, 25th Floor 
New York, NY 10019-5874 
Mrs. Jackson 
Brittany Nelson 
Case No. 08-80736-CV-MARRA 
P-000730 
EFTA00228110

• 
• 
• 
Page 1 of 14 
<DOCUMENT> 
<TYPE>SC 13D/A 
<SEQUENCE>1 
<FILENAME>mm15-3106_scl3da33.txt 
<DESCRIPTION>AMEND NO.33 
<TEXT> 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
SCHEDULE 13D 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) 
(AMENDMENT NO. 33) 
LIMITED BRANDS, INC. 
(Name of Issuer) 
COMMON STOCK, 50.50 PAR VALUE 
532716-10-7 
(Title of class of securities) 
(CUSIP number) 
RAYMOND O. GIETZ, ESQ. 
WEIL, GOTSHAL & MANGES LLP 
767 FIFTH AVENUE 
NEW YORK, NEW YORK 10153 
(Name, address and telephone number of person authorized 
to receive notices and communications)' 
AUGUST 31, 2006 
(Date of event which requires filing of this statement) 
If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this 
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following 
box (_). 
<PAGE> 
CUSIP NO. 532716-10-7 
<TABLE> 
13D 
Page 2 
http://www.sec.gov/Archives/edgar/datcM1%46ac815860F61mm8-3 106 sc 1 3da33.txt 
134-gicqed7 
EFTA00228111

. • 
<CAPTION> 
Page 2 of 14 
<S> 
<C> 
NAME OF REPORTING PERSON: 
Leslie H. Wexner 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
United States 
NUMBER OF 
7 
SOLE VOTING POWER: 
35,926,879 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
17,532,757 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
37,246,541 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
17,532,757 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 54,779,298 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.6% 
14 
TYPE OF REPORTING PERSON: 
IN 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
13D 
<TABLE> 
<CAPTION> 
Page 3 
<s> 
CC> 
1 
NAME OF REPORTING PERSON: 
Abigail S. Wexner 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
hop://www.sec.gov/Archives/edgar/daath0§ ii ANA-PA GYI EtAnrn8-3106_scl3da33Axt 
14/Math 
EFTA00228112

Page 3 of 14 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
United States 
NUMBER OF 
7 
SOLE VOTING POWER: 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
9,660,588 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
9,660,588 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 9,660,588 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4% 
14 
TYPE OF REPORTING PERSON: 
IN 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 4 
<S> 
<C> 
1 
NAME OF REPORTING PERSON: 
Wexner Personal Holdings Corporati 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
• 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
http://www.sec.gov/Archives/edgar/da&
 08/36 
§a 41, I Mtnm8-3106_sel3da33.uct 
P4M9leth 
EFTA00228113

Page 4 of 14 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEM 2(d) OR 2(e): 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Delaware 
NUMBER OF 
7 
SOLE VOTING POWER: 
4,892,608 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
4,892,608 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,892,608 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2% 
14 
TYPE OF REPORTING PERSON: 
CO 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 5 
<S> 
<C> 
1 
NAME OF REPORTING PERSON: 
Foxcote One 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
S 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEM 2(d) OR 2(e): 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Ohio 
NUMBER OF 
7 
SOLE VOTING POWER: 
4,147,373 
http://www.sec.gov/Archives/edgadda&M ttie/860Whfai 
Ntnm8-3106_scl3da33.txt 
47424227107 
EFTA00228114

Page 5 of 14 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
4,147,373 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,147,373 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.0% 
14 
TYPE OF REPORTING PERSON: 
OO 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 6 
<5> 
<C> 
1 
NAME OF REPORTING PERSON: 
Foxcote Two 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEM 2(d) OR 2(e): 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Ohio 
NUMBER OF 
7 
SOLE VOTING POWER: 
SHARES 
BENEFICIALLY 
OWNED BY 
2,376,566 
8 
SHARED VOTING POWER: 
EACH 
9 
SOLE DISPOSITIVE POWER: 
2,376,566 
http://www.sec.gov/Archives/edgar/datiM *MOW)* Pa 
FotOmm8-3106_scl3da33.txt 
11/24P2W7 
EFTA00228115

Page 6 of 14 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 
2,376,566 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 
0.6% 
14 
TYPE OF REPORTING PERSON: 
00 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 7 
<S> 
<C> 
<C> 
1 
NAME OF REPORTING PERSON: 
Trust 600 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEM 2(d) OR 2(e): 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Ohio 
NUMBER OF 
7 
SOLE VOTING POWER: 
SHARES 
3,300,568 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
REPORTING 
3,300,568 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,300,568 
http://www.sec.gov/Archives/edgar/datathb%/86A416-14
ttooffehring8-3106_scl3da33.txt 
Via* 
EFTA00228116

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12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.8% 
14 
TYPE OF REPORTING PERSON: 
OO 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 8 
<E> 
<C> 
1 
NAME OF REPORTING PERSON: 
R.H.R.E.I. Trust 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEM 2(d) OR 2(e): 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Ohio 
NUMBER OF 
7 
SOLE VOTING POWER: 
4,571,601 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
4,571,601 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 
4,571,601 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 
1.2% 
http://www.sec.gov/Archivesiedgar/datCM1 NVtibeacklerV04 Ornm 8-3 106 sc 1 3da3 3.txt 
P4a9itith 
EFTA00228117

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14 
TYPE OF REPORTING PERSON: 
00 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
<PAGE> 
CUSIP No. 532716-10-7 
<TABLE> 
<CAPTION> 
13D 
Page 9 
CS> 
<C> 
1 
NAME OF REPORTING PERSON: 
The Family Trust 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 
2 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 
3 
SEC USE ONLY 
4 
SOURCE OF FUNDS: 
N/A 
5 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 
6 
CITIZENSHIP OR PLACE OF ORGANIZATION: 
Ohio 
NUMBER OF 
7 
SOLE VOTING POWER: 
15,000,000 
SHARES 
BENEFICIALLY 
8 
SHARED VOTING POWER: 
OWNED BY 
EACH 
9 
SOLE DISPOSITIVE POWER: 
15,000,000 
REPORTING 
PERSON WITH 
10 
SHARED DISPOSITIVE POWER: 
11 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 15,000,000 
12 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 
13 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.8% 
14 
TYPE OF REPORTING PERSON: 
00 
</TABLE> 
SEE INSTRUCTIONS BEFORE FILLING OUT! 
http://www.sec.gov/Archives/edgaddatc.MYIW3 ActIo*96-
i 
.ioi: femm8-3106_sc13 da33. txt 
P4 
d67 
EFTA00228118

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<PAGE> 
This Amendment No. 33 amends the Schedule 13D dated June 
25, 1985, as amended in certain respects by Amendments No. 1 through 32 thereto, 
and is filed by Leslie H. Wexner, for and on behalf of himself, Abigail S. 
Wexner, Wexner Personal Holdings Corporation, Foxcote One, Foxcote Two, Trust 
600, the R.H.R.E.I. Trust, and The Family Trust (collectively, the 
"Purchasers"), with respect to the common stock, $0.50 par value per share (the 
"Common Stock"), of Limited Brands, Inc. (the "Company"). 
Item 5. 
Interest in Securities of the Issuer. 
(a) 
The responses of the Purchasers to Rows (11) through 
(13) of the cover pages of this Amendment No. 33 are incorporated herein by 
reference. As of August 31, 2006, after giving effect to the transactions 
disclosed in paragraph (c) below, the Purchasers beneficially owned the number 
shares of the Common Stock listed below, representing approximately the 
percentage of the outstanding shares of Common Stock set forth opposite such 
number (the outstanding shares of Common Stock, 396,270,652, being based on the 
number of shares outstanding as of May 25, 2006 as reported in the Company's 
Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2006), as 
determined in accordance with Rule 13d-3. 
<TABLE> 
<CAPTION> 
Person 
Number of Shares 
Percent 
of Class 
<S> 
<C> 
<C> 
<C> 
<C> 
<C> 
<C> 
Leslie H. Wexner 
54,779,298 (1)(3)(4)(5)(6)(7)(8) 
13.6% 
Abigail S. Wexner 
9,660,588 (2)(5) 
2.4% 
Wexner Personal Holdings Corporation 
4,892,608 (3) 
1.2% 
Foxcote One 
4,147,373 (4) 
1.0% 
Foxcote Two 
2,376,566 (5) 
0.6% 
Trust 600 
3,300,568 (6) 
0.8% 
R.H.R.E.I. Trust 
4,571,601 (7) 
1.2% 
The Family Trust 
15,000,000 (8) 
3.8% 
</TABLE> 
(1) 
Includes: 1,319,662 shares held in Limited Brands Savings and Retirement 
Plan for Mr. wexner's account (as of July 31, 2006) over which Mr. Wexner 
exercises dispositive but not voting control; and 5,053,245 shares 
issuable within approximately 60 days upon exercise of outstanding 
options held by Mr. Wexner. Also includes 7,284,022 shares (including 
8,702 shares issuable within approximately 60 days upon exercise of 
outstanding options) beneficially owned by Abigail S. Wexner, Mr. 
Wexner's wife, as to which Mr. Wexner may be deemed to share the power to 
vote and direct the disposition. 
(2) 
Includes 8,702 shares issuable within approximately 60 days upon exercise 
of outstanding options held by Mrs. Wexner. The power to vote or direct 
the disposition of the shares beneficially owned by Mrs. Wexner may be 
deemed to be shared with her husband, Leslie H. Wexner. Excludes 
45,118,710 shares beneficially owned by Leslie H. Wexner, Mrs. Wexner's 
husband, as to which Mrs. Wexner disclaims beneficial ownership. 
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(3) 
Power to vote or direct the disposition of the 4,892,608 shares held by 
Leslie H. Wexner as the sole stockholder, director and officer of Wexner 
Personal Holdings Corporation. 
(4) 
Power to vote or direct the disposition of the 4,147,373 shares held by 
Leslie H. Wexner as the sole trustee of Foxcote One. 
(5) 
Power to vote or direct the disposition of the 2,376,566 shares held by 
Foxcote Two may be deemed to be shared by its two trustees, Abigail S. 
Wexner and Leslie H. Wexner. 
(6) 
Power to vote or direct the disposition of the 3,300,568 shares held by 
Trust 600 may be deemed to be shared by Leslie H. Wexner and Jeffrey E. 
Epstein, who is the sole stockholder, director and president of the 
trustee. 
(7) 
Power to vote or direct the disposition of the 4,571,601 shares held by 
the R.H.R.E.I. Trust may be deemed to be shared by Leslie H. Wexner and 
Jeffrey E. Epstein, who is the sole stockholder, director and president 
of the trustee. 
(8) 
Power to vote or direct the disposition of the 15,000,000 shares held by 
Leslie H. Wexner as the sole trustee of The Family Trust. 
(b) 
The responses of the Purchasers to (i) Rows (7) 
through (10) of the cover pages of this Amendment No. 33 and (ii) Item 5(a) 
hereof are incorporated herein by reference. 
(c) 
Since the most recent filing on Schedule 13D, the 
Purchasers effected the following transactions in the Common Stock: 
<TABLE> 
<CAPTION> 
Person 
<S> 
Abigail S. 
Leslie H. 
Date of 
Amount of 
Price per 
Where 
Transaction 
Securities 
Share 
How Effe 
<C> <C> 
<C> 
<C> 
Wexner 
8/1/06 
754 shares 
$23.21 
Wexner 
8/17/06 
48,539 shares 
n/a 
Abigail S. Wexner 
as a director of 
received from the 
fees in shares of 
Leslie H. Wexner, 
as the Chairman a 
Company, received 
shares from the C 
confer no voting 
may not be sold, 
automatically set 
equivalent number 
common stock of t 
March 31, 2008, s 
earlier forfeitur 
acceleration. 
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