EFTA01266268.pdf

LAST WILL AND TESTAMENT
OF
JEFFREY E. EPSTEIN
atee
I, JEFFREY E. EPSTEIN, a resident and domiciliary of St. Thomas, United Sta Virgin
Islands, do make, publish and declare this to be my Will hereby revoking all prior s and
Codicils made by me.
FIRST: A. I direct my Executor to pay from my state all expenses o
my last illness, my funeral and burial expenses, the administration expe es of my estate and all
of my debts duly proven and allowed against my estate.
B. I direct my Executor pay fro estate,
compensation to each Executor for serving as Executor h r, the sum Two Hu red
Fifty Thousand Dollars ($250,000) to each Exe ompletion of obat f my
estate. No Executor shall receive any other c pensation ving as Executo eunder;
provided, however, that my Executor shall b reimbursed fr easonable
costs, expenses, charges, and liabilitie incu d or paid in resp ereto, including fees and
expenses of counsel or any other agen hire by my Executor, Executor shall not be
liable therefor individually.
C. I direc my Ex or to p from my estate the federal and
state transfer taxes desert n Paragraph B of Arne e NTH.
D. direct m Executor to pay from my estate all expenses of
storing, insuring, eking, shipping an iven my tangible personal property in accordance
with the provi s of Article SECOND.
OND: ive all of my property, real and personal, wherever situated,
aft d di i.utions provided in Article FIRST, to the then acting Trustees of
The 017 Trust (" st") created under that certain Amendment and
Restat ey E. Epste 017 Trust (the "Trust Agreement") dated June ,
2017, a same may from time to time, to be held in accordance with the
provision mprising the Trust Agreement at the time of my death.
THIRD: I appoint DARREN K. INDYKE, RICHARD D. KAHN
and TERJE R' P-LARSEN to serve as the Executors of this Will. If any one or more of my
Executors fails qualify, is unable or unwilling to serve or ceases to act, I appoint EVA
ANDERSSON D BIN, as successor Executor, followed by KATHRYN RUEMMLER, as
successor Executor, followed by STEPHEN HANSON, as successor Executor. If one or more of
such successor Executors fails to qualify, is unable or unwilling to serve or ceases to act, I
authorize the last acting Executor to designate his or her successor. Such designation shall be
made by written instrument delivered to such designated successor Executor.
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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 or she is
able and 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
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
or her 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 for 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:
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(1) to enter upon and take possession 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;
(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,
agqnsments, 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; (0 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, limited liability companies, 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; (j) 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
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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 any
claims in favor of or against my estate or the assets of my estate;
(9) to loan or borrow money in such amounts
and upon such terms 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, member, 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 relating 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 for in Sections (20) and
(21) of this Article Fourth, to enter into any good faith transactions with any Executor
individually or with any corporation, partnership or other entity in which any Executor has an
ownership interest;
(13) To purchase from my estate any stocks,
bonds, securities, real or personal property, or other assets, or make loans to my estate even
though the same person or persons occupy the office of my Trustee and the office of the
Executor of my estate;
(14) 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);
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(15) 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;
(16) 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;
(17) 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;
(18) 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 my 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
(19) 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.
(20) 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.
(21) 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
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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 (a) 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 for
sale, transfer or delivery, or sell, transfer or deliver, or 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 or who has not attained the age of 21, 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, to
hold until age 21 or such earlier age as shall be the maximum permitted under applicable law;
(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 under 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 are
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
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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 beneficiary 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 decision. If no Executor 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.
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
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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:
(1) 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 "IRC 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.
(3) 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 shall 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 shall be obligated to pay pursuant to Paragraph B 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 upon 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
B(2) of this Article, all federal estate taxes with respect to assets not passing 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(1), my Executor has discretion, but is
not required, to pay all or part of such taxes allocable to the Apportionment Assets. To the
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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.
C. 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 Will thisQl4hday of June,
2017.
JEFFREY E. EPS
The foregoing written instrument was, on the date thereof, igned, 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.
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AFFIDAVIT
We, JEFFREY E. EPSTEIN, leO LOY-A 0,C) , and ioaryna inuIt0K. the Testator
and the witnesses, respectively, whose names are 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 the Will as a witness.
STATE OF NEW YORK
)ss:
COUNTY OF NEW YORK
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
Leo 1—OKvEn , a witness who is personally known to me or who has produced
as identification, and daNna , a witness who is personally known to me or
who has produced as identification, on June .2q 2017.
Sworn to before me this (Pr day of June, 2017.
a/0AM daith
Notary Public
HABIBE AVOIU
NOTARY PUBLIC-STATE OF NEW YORK
No. 01AV6313116
Qualified in Richmond County
My Commission Expires October 14. 2018
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