EFTA01266260.pdf

LAST WILL AND TESTAMENT
OF
JEFFREY E. EPSTEIN
I, JEFFREY E. EPSTEIN, of Liitle St. James Island, St. Thomas, United States Virgin Islands, do make, publish
and declare this to be my Will hereby revoking all prior Wills and Codicils made by me.
FIRST: A. I direct my Executor to pay from my estate all expenses of my last
illness, my funeral and burial expenses, the administration expenses of my estate and all of my debts duly proven
and allowed against my estate.
B. I direct my Executor to pay from my estate, as compensation
to each Executor Jor serving as Executor hereunder, the stun of Two Hundred Fifty Thousand Dollars ($250,000) to
each Executor upon the completion of probate of my estate. No Executor shall receive any other compensation for
serving as Executor hereunder; provided, however, that my Executor shall be reimbursed from my estate for all
reasonable costs, expenses, charges, and liabilities incurred or paid in respect thereto, including fees and expenses
of counsel or any othcr agents hired by my Executor, and my Executor shall not be liable therefor individually.
C. I direct my Executor to pay from my estate the federal and
state transfer taxes described in Paragraph B(1) of Article SEVENTH.
D. I direct my Executor to pay fromry estate all expenses of
storing, insuring, packing, shipping and delivering my tangible personal property in accordance with Article
SECOND.
SECOND: I give all of my prope.-ty, real and personal, wherever situated, after the
payments and distributions provided in Article FIRST, to the then acting Trustees of The Jeffrey E. Epstein 2013
nust (the "Trust") created under that certain Trust Agreement (the "Trust Agreement") dated September 16, 2013,
as the same may be amended from time to time, to be held in accordance with the provisions comprising the Trust
Agnameni at the time of my death.
• THIRD: A. I appoint DARREN K. INDYKE, JOSEPH PAGANO and JAMES E.
STALEY to be the Executors of this Will. If any one or more of my Executors fails to qualify or ceases to act, I
appoint DAVID MITCHELL as successor Executor. I authorize the last acting Executor to designate his successor
as Executor.
• B. If my estate must be administered in whole or in part in any
jurisdiction other than the state or territory of my domicile at the date of my death and if my Executor is unable or
unwilling to serve in such jurisdiction, then I appoint the successor Executor of my estate designated in Paragraph
A of Article THIRD provided that he is able &id willing to serve in such jurisdiction. If no Executor or successor
Executor is able and willing to serve in such jurisdiction, my Executor shall designate a successor Executor to serve
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in such jurisdiction. Such designation shall be made by written instrument delivered to such successor Executor.
C. No bond or other security shall be required of any Executor in
any jurisdiction.
D. Any Executor may resign in the manner provided for by the
governing statutes of the state or territory having jurisdiction of the administration of my estate or, in the absence of
such statutory guidance, by filing a written notice of resignation with the Court having jurisdiction of the
administration of my estate. Any Executor who resigns shall not be entitled to any compensation hereunder for any
services rendered as Executor prior to his resignation.
E. My Executor shall not be accountable or responsible to any
person interested in my estate for the manner in which my Executor in good faith exercises or declines to exercise
any discretionary authority or power of my Executor. My Executor shall not be liable for any loss or depreciation in
value occasioned by reason of any negligence, error or mistake of judgment in entering into any transaction, in
making any sale or investment, in continuing to hold any property or by reason of any action or omission, whether
by my Executor or any other fiduciary, unless my Executor has acted in bad faith. In the absence of proof by
affirmative evidence to the contrary, each Executor shall be deemed to have acted within the scope of my
Executor's authority, to have exercised reasonable care, diligence and prudence and to have acted impartially as to
all interested persons. An Executor shall not be liable fot the acts or defaults of another Executor.
FOURTH: The following provisions shall apply to my estate and to my Executor, except as
is otherwise specifically provided in this Will:
A. My Executor has the entire care and custody of all assets of
my estate. My Executor has the power to do everything my Executor in good faith deems advisable without
necessity of any judicial authorization or approval, even though but for this power it would not be authorized or
appropriate for fiduciaries under any statutory or other rule of law. My Executor shall exercise my Executor's best
judgment and discretion for what my Executor believes to be in the best interests of the beneficiaries hereunder. If
more than two Executors are empowered to participate in the decision to exercise or not exercise any fiduciary
power granted by this Will or by law, a majority of such Executors shall be empowered to make such decision.
B. Except as otherwise provided herein, my Executor shall have
the power
(1) to enter upon and take potteccion of the assets of my
estate and collect the income and profits from such assets, and to invest and reinvest such assets in real, personal
or mixed assets (including the common trust funds of a corporate fiduciary) or in undivided interests therein
without being limited by any present or future investment laws;
(2) to retain all or any part of the. assets of my estate
(without regard to the proportion that any one asset or class of assets may bear to the whole) in the form in which
such assets were received or acquired by my Executor;
(3) to sell or dispose of, exchange, transfer, invest or
loan all or any part of the assets of my estate which may, at any time, be held by my Executor for such sums or
-upon such terms as to payment, security or otherwise as my Executor determines, either by public or private
transactions;
(4) to buy and sell options, warrants, puts, calls or other
rights to purchase or sell (collectively "options") relating to any security or securities, regardless of whether such
security or securities are then held by my Executor, and whether such options are purchased or sold on a national
securities exchange, and to exercise with respect to such options all powers which an individual owner thereof
could exercise, including, without limitation, the right to allow the same to expire;
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(5) with respect to oil, natural gas, minerals, and all
other natural resources and rights to and interests therein (together with all equipment pertaining thereto)
including, without limiting the generality of the foregoing, oil and gas royalties, leases, or other oil and gas
interests of any character, whether owned in fee, as lessee, lessor, licensee, concessionaire or otherwise, or alone
or jointly with others as partner, joint tenant, or joint venture in any other noncorporate manner, (a) to make oil,
gas and mineral leases or subleases; (b) to pay delay rentals, lease bonuses, royalties, overriding royalties, taxes,
assessments, and all other charges; (c) to sell, lease, exchange, mortgage, pledge or otherwise hypothecate any or
all of such rights and interests; (d) to surrender or abandon, with or without consideration, any or all of such rights
and interests; (e) to make farm-out, pooling, and unitization agreements; (f) to make reservations or impose
conditions on the transfer of any such rights or interests; (g) to employ the most advantageous business form in
which properly to exploit such rights and interests, whether as corporations, partnerships, limited partnerships,
mining partnerships, joint ventures, co-tenancies, or otherwise exploit any and all such rights and interests; (h) to
produce, process, sell or exchange all products recovered through the exploitation of such rights and interests, and
to enter into contracts and agreements for or in respect of the installation or operation of absorption, reprocessing
or other processing plants; (i) to carry any or all such interests in the name or names of a nominee or nominees; 0)
to delegate, to the extent permitted by law, any or all of the powers set forth herein to the operator of such
property; and (k) to employ personnel, rent office space, buy or lease office equipment, contract and pay for
geological surveys and studies, procure appraisals, and generally to conduct and engage in any and all activities
• incident to the foregoing powers, with full power to borrow and pledge in order to finance such activities; together
with the power to allocate between principal and income any net proceeds received as consideration, whether as
royalties or otherwise, for the permanent severance from lands of oil, natural gas, minerals, and all other natural
resources;
(6) to hold all or any part of the assets of my estate in
cash or in bank accounts without the necessity of investing the same;
(7) to improve, repair, partition, plat or subdivide all or
any part of the assets of my estate;
(8) to litigate, defend, compromise, settle, abandon or
submit to arbitration on such terms and conditions as my Executor determines, to propose or accept a compromise
with respect to any claims in favor of or against my estate or the assets of my estate;
(S) to loan or borrow money in such amounts and upon
such lerms and conditions as my Executor determines, assume such obligations or give such guarantees as my
Executor determines, for the purpose of the acquisition, improvement, protection, retention or preservation of the
assets of my estate, or for the welfare of the beneficiaries of my estate;
(10) to carry on for as long and in such manner as my
Executor determines any business enterprise in which I owned any interest at my death, either individually, or as a
partner, joint venture, stockholder or trust beneficiary; to sell such business enterprise as an ongoing business; to
consolidate, merge, encumber, dissolve, liquidate or undertake any other extraordinary corporate transaction
r elating to such business enterprise;
(11) to vote in person or by proxy any and all stock or
securities• and to become a party to any voting trusts, reorganization, consolidation or other capital or debt
• • •. readjustment of any corporation, association, partnership, limited liability partnership, limited liability company or
individual with respect to stocks, securities or debts held by my estate;
(12) except as provided in paragraphs B(19) and B(20) of
this Article FOURTH, to enter into any good faith transactions with my Executor individually or with any
corporation, partnership or other entity in which my Executor has an ownership interest;
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(13) to lease, mortgage, pledge, grant a security interest
in or otherwise encumber all or any part of the assets of my estate for any term of years whether or not beyond the
duration of my estate (including, without limitation, any such action for the benefit of any of the beneficiaries of my
estate);
(14) to abandon any property of my estate, real or
personal, which my Executor may deem worthless or not of sufficient value to warrant keeping or protecting; to
abstain from the payment of taxes, water rents or assessments and to forego making repairs, maintaining or keeping
up any such property; and to permit such property to be lost by tax sale or other proceedings or to convey any such
property for a nominal consideration or without consideration so as to prevent the imposition of any liability by
reason of the continued ownership thereof;
(15) to elect the mode of distribution of the proceeds
payable to my estate from any profit-sharing plan, pension plan, employee benefit plan, individual retirement plan,
insurance contract or annuity contract pursuant to the terms of such plan;
(16) to allocate, in my Executors discretion, any
adjustment to basis provided to my estate under the provisions of Federal and State law with respect to property.
comprising my estate, without any obligation to make a compensatory adjustment among the beneficiaries
hereunder on account of such allocation;
(17) to conduct any audit, assessment or investigation
with respect to any asset of my estate regarding compliance with any law or regulation having as its object
protection of public health, natural resources or the environment ("Environmental Laws"); to pay from the assets of
mv estate to remedy any failure to comply with any Environmental Law (even to the exhaustion of all of the assets
of my estate); and, as may be required in my Executor's judgment by any Environmental Law, to notify any
governmental authority of any past, present or future non-compliance with any Environmental Law; and
(18) to sell to the'trustee under the Trust Agreement any
stocks, bonds, securities, real or personal property or other assets or borrow from the Trustee under the Trust
Agreement even though the same person or persons occupy the office of the Executor of my estate and the Trustee
under the Trust Agreement.
(19) No executor shall directly or indirectly buy or sell any
property for the estate from or to himself, or from or to his relative, employer, employee, partner, or other business
associate.
(20) No executor shall lend estate funds to himself, or to
his relative, employer, employee, partner, or other business associate.
C. Except as otherwise provided herein, my Executor shall have
the power
(1) to employ agents, attorneys-at-law, consultants,
investment advisers (to whom my Executor has discretion to delegate my Executor's investment authority and
responsibility), other executors and other fiduciaries in the administration of my Executor's duties; to delegate to
such persons, or to one or more of my Executors, the custody, control or management of any part of my estate as .
my Executor determines and to pay for such services from the assets of my estate, without obtaining judicial
authorization or approval;
(2) to delegate, in whole or in part, to any person or
persons the authority and power to CO sign checks, drafts or orders for the payment *or withdrawal of funds,
securities and other assets from any bank, brokerage, custody or other account in which funds, securities or other
assets of my estate shall be deposited, (b) endorse fer sale, transfer or delivery, or sell, transfer or deliver, or
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purchase or otherwise acquire, any and all property, stocks, stock warrants, stock rights, options, bonds or other
securities whatsoever, (c) gain access to any safe deposit box or boxes in which my assets or assets of my estate
may be located or which may be in the name of my Executor and remove part or all of the contents of any such safe
deposit box or boxes and release and surrender the same, and (d) take any other action that my Executor may have
the power to take with respect to my estate and the property thereof; no person or corporation acting in reliance on
any such delegation shall be charged with notice of any revocation or change of such delegation unless such person
or corporation receives actual notice thereof;
(3) to pay any property distributable to a beneficiary
under a legal disability, without liability to my Executor, by paying such property (a) to such beneficiary, (b) for the
use of such beneficiary, (c) to a legal representative of such beneficiary appointed by a court or if none, to a relative
for the use of such beneficiary, or (d) to a custodian for such beneficiary designated by my Executor;
(4) to distribute to any of the beneficiaries of my estate
in kind or in cash, or partly in kind and partly in cash, and to allocate different kinds or disproportionate shares of
assets or undivided interests in assets among all of such beneficiaries;
(5) to have evidence of ownership of any security
maintained in the records of a Federal Reserve Bank tinder the Federal Reserve Book Entry System; to deposit
• funds in any bank or trust company; to carry in the name of my Executor or the nominee or nominees of my
Executor and with or without designation of fiduciary capacity, or to hold in bearer form, securities or other
property requiring or permitting of registration; and to cause any securities to be held by a depository corporation
of which an Executor is a member or by an agent under a safekeeping contract; provided, however, that the books
and records of my Executor shall at all times show that such investments are part of my estate;
(6) to renounce and disclaim, in whole or in part, and in
accordance with applicable law, any assets, interests, rights or powers (including any power of appointment) which
are payable to (or exercisable by) me or my estate, which arc includible in my estate or Gross Estate or over which I
have any right, title, interest or power, and
(7) to make, execute and deliver any and all such
instruments in writing as shall be necessary or proper to carry out any power, right, duty or obligation of my
Executor or any disposition whatsoever of my estate or any asset of my estate and to exercise any and all other
powers incidental or necessary to carry out or to fulfill the terms, provisions and purposes of my estate.
D. In connection with any insurance policy or annuity on the life
of an Executor which is included in my estate, such Executor shall not participate in the decision to exercise or not
exercise any fiduciary power in connection with any incidents of ownership for such policy or annuity, including,
without limitation, any decision to continue, assign, terminate or convert such policy or annuity or to name the
'reneficiary of such policy or annuity.
E. An Executor hereunder may by a written notice delivered to
. the other Executor (or Executors) decline to participate' in the decision to exercise or not exercise any fiduciary
power granted by this Will or by law.
F. If an Executor is not empowered (because of a conflict of
interest, declination to act or otherwise) to participate in the decision to exercise or.not exercise any fiduciary power
granted by this Will or by law, then the remaining Executor or Executors shall be empowered to make such
derision. If no Execidor is empowered to participate in such decision, then the successor Executor of my estate
designated in Paragraph A of Article THIRD and able and willing to act shall be empowered to make such decision.
If no Executor or successor Executor is empowered to participate in such decision, my Executor may designate a
successor Executor to serve as Executor of my estate who shall be empowered to make such decision but shall have
no other power or authority of my Executor. Such designation shall be by written notice delivered to such successor
Executor.
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G. (1) Except as otherwise specifically provided herein and
except as provided in Paragraph G(2) of this Article, my Executor shall allocate receipts and disbursements in
accordance with sound trust accounting principles and shall have discretion to allocate receipts and disbursements
when the treatment is uncertain under applicable laws or generally accepted accounting principles in the judgment
of my Executor.
(2) Except as otherwise specifically provided in this
Will, my Executor shall not treat any part of the principal amount of the proceeds of sale of any asset of my estate
as income distributable to or for the benefit of any beneficiary entitled to distributions of income; provided,
however, that my Executor shall treat a portion of any proceeds of sale of any financial instrument originally issued
or acquired at a discount equal to the amount which (a) has previously been characterized as ordinary income for
income tax purposes or (b) will be characterized as ordinary income for income tax purposes in the year of such
sale, as income for trust accounting purposes.
FIFTH: Where a party to any proceeding with respect to my estate has the same interest
as a person under a disability, it shall not be necessary to serve legal process on the person under a disability.
SIXTH: If any beneficiary under the Trust shall in any way directly or indirectly (a)
contest or object 'to the probate of my Will or to the validity of any disposition or provision of my Will or of the
Trust or (b) institute or prosecute, or be in any way directly or indirectly instrumental in the institution or
prosecution of, any action, proceeding, contest, objection or claim for the purpose of setting aside or invalidating
my Will or the Trust or any disposition therein or provision thereof, then I direct that (a) any and all provisions in
the Trust for such beneficiary and his issue in any degree shall be null and void and (b) my estate, whether passing
under my Will or the Trust or pursuant to the laws of intestacy, shall be disposed of as if such beneficiary and his
issue in any degree had all failed to survive me.
SEVENTH: A. As used herein:
the term "Executor" of a person's estate means all
persons or entities who occupy the office of executor, administrator, personal representative, or ancillary
administrator while such persons or entities occupy such office, whether one or more persons or entities occupy
such office at the same time or times, and includes any successor or successors to that office. The term "Trustee"
means all persons or entities who occupy the office of Trustee under the Trust Agreement while such persons or
entities occupy such office, whether one or more persons or entities occupy the office of Trustee at the same time or
times, and includes.any successor Trustee or Trustees. A reference to a person's estate or probate estate means that
person's estate which is subject to probate administration. A reference to a person's Will means such person's Last
Will and Testament and any Codicil or Codicils thereto.
(2) The term "IR.0 section" means a section of the
Internal Revenue Code of 1986, as amended, or the corresponding provision of any successor Internal Revenue law,
as in effect as of the date of my death.
• (2).. A. reference to any tax also includes any interest or
penalties-thereon. A reference to a person's "Gross Estate" means such person's gross estate as finally determined
for purposes of computing such person's federal estate tax.
(4) Whenever the singular number is used, the same-
shalt include the•plural, and the masculine gender shall include the feminine and neuter genders.
• B. . (1) The federal and state transfer taxes which my
Executor slut!' be obligated to pay pursuant to Paragraph C of Article FIRST shall consist of all federal and state
estate, inheritance, succession, and similar taxes (including any federal or state generation-skipping transfer tax)
imposed open my probate estate or by reason of my death in respect to all assets which pass under this Will or the
Trust Agreement. Subject to Paragraph 8(2) of this Article, all federal estate taxes with respect to assets not passing
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under this Will or the Trust Agreement (such assets are referred to as the "Apportionment Assets") and any
applicable state estate taxes with respect to the Apportionment Assets shall be apportioned among all persons
interested in the Apportionment Assets. My Executor shall make reasonable efforts to collect all federal estate taxes
and state estate, inheritance, succession and similar taxes allocable to the Apportionment Assets from the recipients
of the Apportionment Assets. Without changing the apportionment of taxes in this Paragraph B(I), my Executor has
discretion, but is not required, to pay all or part of such taxes allocable to the Apportionment Assets. To the extent
my Executor. pays such taxes allocable to the Apportionment Assets, my Executor shall seek reimbursement for
such taxes from the recipients of the Apportionment Assets. My Executor shall not be personally liable for any of
such taxes if my Executor is unable, with reasonable efforts, to collect payment (or reimbursement) from any
recipient of any Apportionment Assets for any or all of such taxes allocable to such assets.
(2) My Executor has discretion to direct the Trustee of.
the Trust Agreement to pay all or any portion of the taxes which my Executor is directed or obligated to pay
pursuant to Paragraph B of Article FIRST and this Paragraph B pursuant to a written direction delivered to the
Trustee under the Trust Agreement. Any taxes which my Executor directs the Trustee under the Trust Agreement to
pay shall be allocated and paid from the trusts under the Trust Agreement as provided under the Trust Agreement.
L. Except as otherwise specifically provided in this Will, a
bequest or devise to an individual who does not survive me shall lapse notwithstanding any law to the contrary..
• D. To the extent that the distribution to the Trustee under the
Trust Agreement pursuant to Article SECOND shall not be effective, I give all the rest of my property, real and
personal, wherever situated, after the payments and distributions provided in Article FIRST, to the person or
persons named as Trustee or Trustees under the Trust Agreement, be to held in trust under this Will in accordance
with the provisions comprising the Trust Agreement at the time of my death, which provisions are incorporated in
this Will by reference.
IN WITNESS WHEREOF, I have duly executed this Wilt the le day of September, 2
JE
The foregoing written instrument was on the date thereof, signed, published and
declared by the Testator therein named as the Testator's Will in the presence of us and of each
of us. who, at the Testator's request, in the Testator's presence and in the presence of each
other, have subscribed our names as witnesses thereto.
S
eeger_ residing at ___
residing at _
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We, JEFFREY E. EPSTEIN, CE It re ....o.isdand, -taloa ftelgt.the Testator and the witnesses,
respectively, whose names arc signed to the foregoing instrument, having been sworn, declared to the undersigned
officer that the Testator, in the presence of the witnesses, signed the instrument as his Will, that he signed, and that
each of the witnesses, in the presence of the Testator and in the presence of each other, signed as a witness.
JEFFR
TER_TUTORY OF THE UNITED STATES VIRGIN ISLANDS )
)ss:
DIVISION OF ST. THOMAS AND ST. JOHN
Subscribed and sworn to before me by JEFFREY E. EPSTEIN, the Testator, who is personally known to me or who
has produced as identification, and by CECILE. Ce ..3=046.-I a witness who is personally
!mown to me or who has produced as identification, and _PE:Sbli4e. 4064-1 a
witness who is personally.known to me or who has produced as identification, on September 16,
2013.
Sworn to before me this 16'h day of
September, 2013.
Erika A. Kellerhale
NOTARY PUBLIC LNP 013-10
Commission Expires 05/02/2014
Territory of the U.S. Virgin Islands
Notary Public
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