EFTA00016884.pdf

LAST WILL AND TESTAMENT
OF
JEFFREY E. EPSTEIN
I, JEFFREY E. EPSTEIN, of Little St. James Island, St. Thomas, United States Virgin Islands, being of
sound mind, 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 for serving as Executor hereunder, the sum 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 other 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 from my estate all expenses
of storing, insuring, packing, shipping and delivering my tangible personal property in accordance with
Article SECOND.
SECOND: I give, bequeath and devise all of my property, real and personal,
wherever situated, which I won at my death or of which I have the power to dispose after the payments
and distributions provided in Article FIRST, to the then acting Trustees of The Jeffrey E. Epstein 2014
Trust (the "Trust") created under that certain Trust Agreement (the "Trust Agreement") dated November
2014, as the same may be amended from time to time, to be held in accordance with the provisions
comprising the Trust Agreement at the time of my death.
THIRD: A. I appoint DARREN K. INDYKE, DAVID MITCHELL 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 LAWRENCE H. SUMMERS 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 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.
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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 and
affirmative evidence of my Executor acting in bad faith, 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:
(I) 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;
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(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, 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; (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, 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 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)
all or any part of the assets of my estate;
to improve, repair, partition, plat or subdivide
(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;
(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 1 owned any interest at my death, either
individually, or as a partner, joint venture, stockholder or trust beneficiary; to sell such business
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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 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;
(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 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
(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.
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(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:
(I) 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 (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, 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 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
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(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 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. (I) 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 herein or therein or provision hereof
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or 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 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 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(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
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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 the 18th day of November,
2014.
JEFFREY E. EPSTEIN
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.
[Signature] residing at [Redacted] St Thomas, VI 00802
[Signature] residing at [Redacted] St. Thomas, VI 00802
We, JEFFREY E. EPSTEIN, CECILE DE JONGH and, JEANNE BRENNAN 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.
JEFFREY E. EPSTEIN
[Signature]
Jeanne Brennan Wiebracht
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TERRITORY 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 [blank] as identification, and by CECILE DE JONGH, a
witness who is personally known to me or who has produced [blank] as identification, and
JEANNE BRENNAN WIEBRACHT a witness who is personally known to me or who has produced
as identification, on November 18, 2014.
Sworn to before me this 18th day of
November, 2014.
[Signature] Notary Public
Erika A. Kellerhals
Notary Public LNP-11-14
Commission Expires 05/29/18
St. Thomas/St. John, USVI
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