The tobacco heiress had a $1.2
billion estate that was the subject
of much litigation. A New York
judge ordered the removal of two
co-executors of Duke's $1.2 billion
estate. The court found that Duke's
butler Bernard Lafferty was squandering
her estate to support his "profligate
life style" and that United States
Trust Company failed to slow down
Lafferty's spending.
LAST WILL AND TESTAMENT OF DORIS
DUKE
I, DORIS DUKE, a resident of
and domiciled in the State of
New Jersey, do hereby make, publish
and declare this to be my Last
Will and Testament, hereby revoking
all wills and codicils at any
time heretofore made by me.
ONE: A. I direct that there
be no funeral service or memorial
service of any kind for me and
that I be buried at sea.
B. I give my eyes to THE EYE
BANK FOR SIGHT RESTORATION INC.,
New York, New York, and I hereby
ratify all that anyone theretofore
may have done toward carrying
out this gift.
TWO: A. 1. I give, devise and
bequeath all of my right, title
and interest in and to a certain
portion of my real property located
in Somerville, New Jersey, known
as the "parks area" to my Trustees
hereinafter named to be held as
a new and separate wholly charitable
trust which shall be created upon
my death and which shall be known
as the DORIS DUKE FOUNDATION FOR
THE PRESERVATION OF ENDANGERED
WILDLIFE, and such separate wholly
charitable trust shall be administered
and distributed subject to the
provisions of Article NINE for
the purposes hereinafter set forth
in this Paragraph 1. All references
in this Will to the DORIS DUKE
FOUNDATION FOR THE PRESERVATION
OF ENDANGERED WILDLIFE shall refer
to such wholly charitable trust.
I direct the DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF ENDANGERED
WILDLIFE to use the parks area
to provide an enclosure to protect
endangered species of all kinds,
both flora and fauna, from becoming
extinct. The funds necessary to
operate the DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF ENDANGERED
WILDLIFE shall be provided by
the DORIS DUKE CHARITABLE FOUNDATION
as set forth in Article EIGHT
hereof.
2. I give, devise and bequeath
all of my right, title and interest
in and to a certain portion of
my real property located in Somerville,
New Jersey, known as the "farmland
and growing areas" to my Trustees
hereinafter named to be held as
a new and separate wholly charitable
trust which shall be created upon
my death and which shall be known
as the DORIS DUKE FOUNDATION FOR
THE PRESERVATION OF NEW JERSEY
FARMLAND AND FARM ANIMALS, and
such separate wholly charitable
trust shall be administered and
distributed subject to the provisions
of Article NINE for the purposes
hereinafter set forth in this
Paragraph 2. All references in
this Will to the DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF NEW JERSEY
FARMLAND AND FARM ANIMALS shall
refer to such wholly charitable
trust. The DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF NEW JERSEY
FARMLAND AND FARM ANIMALS shall
be authorized to lease this property
at an annual rental of One Dollar
($1.00) to a college or university
specializing in farming education.
In all events, I direct that this
property be used solely for agricultural
and horticultural purposes, including
research (provided that no animals
are used to conduct such research),
and that this property be used
for the exclusive purpose of maintaining
and protecting the wildlife located
on the property. I direct that
the DELAWARE VALLEY COLLEGE OF
SCIENCE AND AGRICULTURE, Doylestown,
Pennsylvania, be given the first
right to so lease such property,
provided that such COLLEGE pay
all of the expenses of operating
such property during the term
of any such lease. The funds necessary
for the DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF NEW JERSEY
FARMLAND AND FARM ANIMALS to make
required capital improvements
and to purchase farm equipment
shall be provided by the DORIS
DUKE CHARITABLE FOUNDATION as
set forth in Article EIGHT hereof.
3. I give, devise and bequeath
all of my right, title and interest
in and to the balance of my real
property, located in Somerville,
New Jersey, and all structures
and improvements located thereon,
to my Trustees hereinafter named
to be held as a new and separate
wholly charitable trust which
shall be created upon my death
and which shall be known as the
DORIS DUKE CHARITABLE FOUNDATION,
and such separate wholly charitable
trust shall be administered and
distributed subject to the provisions
of Article NINE for the purposes
hereinafter set forth in Subdivisions
A through J of Article EIGHT and
Subdivision K of this Article.
All references in this Will to
the DORIS DUKE CHARITABLE FOUNDATION
shall refer to such wholly charitable
trust. In no event shall the wholly
charitable trust which shall be
known as the DORIS DUKE CHARITABLE
FOUNDATION be confused with "The
Doris Duke Foundation," which
was incorporated in Delaware in
1934 and which was originally
known as "Independent Aid, Inc."
It is my intention that The Doris
Duke Foundation receive no benefit
from my estate under this Will
or the exercise of any power of
appointment under this Will.
4. I give and bequeath all of
my clothing, jewelry and other
personal effects located at my
residence in Somerville, New Jersey
at my death to the DORIS DUKE
CHARITABLE FOUNDATION.
5. The Thai and Burmese objects
of art located at my Somerville,
New Jersey residence and the Thai
houses that have been dismantled
and that are presently stored
on my Somerville, New Jersey property
are owned by the FOUNDATION FOR
SOUTHEAST ASIAN ART AND CULTURE.
It is my hope and expectation
that after my death, such property
will either (i) be sold by the
FOUNDATION FOR SOUTHEAST ASIAN
ART AND CULTURE, with the proceeds
thereof to be used for the general
charitable purposes that I have
supported or (ii) be returned
to their respective countries
of origin under appropriate conditions.
6. I give and bequeath all of
my furniture, furnishings, books,
linen, silver, china, glassware
and other household effects, automobiles
and all other similar tangible
personal property of whatsoever
description (hereinafter "Other
Tangible Personal Property") located
at my residence in Somerville,
New Jersey at my death to the
DORIS DUKE CHARITABLE FOUNDATION,
to be used at its principal headquarters.
B. I give, devise and bequeath
my real property located in Montague
City, New Jersey to the Morristown,
New Jersey chapter of the NATURE
CONSERVANCY INC., upon the conditions
that such property be kept in
its natural state and that such
property be leased for One Dollar
($1.00) per year to the Trail
Blazers Camp so long as such Camp
shall be in existence and shall
use such property for its campsite.
If the NATURE CONSERVANCY INC.
shall not agree to accept such
property on these conditions or
if the Trustees of the DORIS DUKE
CHARITABLE FOUNDATION determine
in their absolute discretion that
either or both of such conditions
shall have been violated at any
time, I direct that such property
shall be distributed to the DORIS
DUKE CHARITABLE FOUNDATION, to
be held by it upon the conditions
set forth in the preceding sentence,
or if that is not feasible for
any reason, then for the general
charitable purposes for which
the DORIS DUKE CHARITABLE FOUNDATION
is being administered.
C. I give, devise and bequeath
my real property, Known as the
Quarry, in Whitehorse Station,
New Jersey (approximately 3.83
acres) to the DORIS DUKE CHARITABLE
FOUNDATION.
D. 1. I give, devise and bequeath
all of my right, title and interest
in and to my real property, and
the structures and improvements
thereon, known as Rough Point,
in Newport, Rhode Island, to the
NEWPORT RESTORATION FOUNDATION,
which shall be charged with the
responsibility and obligation
of maintaining Rough Point in
accordance with the usual standards
for preserving historical properties
located in Newport, Rhode Island.
I direct that the first two (2)
floors of the residence (together
with the tangible personal property
described in Paragraph 3 of this
Subdivision D) be set aside for
public viewing similar to the
manner in which the other "summer
cottages" are operated by the
Preservation Society and that
the top floor of the residence
be used for the NEWPORT RESTORATION
FOUNDATION's offices. (Accordingly,
it is my expectation that the
house at Two Marlborough Street
owned by the NEWPORT RESTORATION
FOUNDATION be used as a rental
property since it will no longer
be used as office space.) Funds
to maintain Rough Point shall
be provided by the DORIS DUKE
CHARITABLE FOUNDATION as set forth
in Article EIGHT hereof.
2. I give and bequeath all of
my clothing, jewelry. and other
personal effects located at my
residence known as Rough Point,
in Newport, Rhode Island at my
death to the DORIS DUKE CHARITABLE
FOUNDATION.
3. I give and bequeath all of
my Other Tangible Personal Property
(as hereinbefore defined) located
at my residence known as Rough
Point, in Newport, Rhode Island
at my death to the NEWPORT RESTORATION
FOUNDATION, to be set aside for
public viewing as explained in
Paragraph I of this Subdivision
D.
E. I give, devise and bequeath
such portion of my real property
in Middletown, Rhode Island which
is contiguous to the Prescott
Farm Museum (approximately four
(4) acres) to the NEWPORT RESTORATION
FOUNDATION, to be used as a part
of such Museum. I direct that
the balance of my Middletown,
Rhode Island property be sold
and the net sales proceeds thereof
be disposed of as a part of my
residuary estate in accordance
with the provisions of Article
EIGHT hereof.
F. l. I give, devise and bequeath
all of my right, title and interest
in and to my real property, and
the structures and improvements
located thereon, known as Shangri
La, in Kaalawai, Honolulu, Hawaii
to a new and separate wholly charitable
trust which my Trustees hereinafter
named shall create upon my death
and which shall be known as the
DORIS DUKE FOUNDATION FOR ISLAMIC
ART, and such separate wholly
charitable trust shall be held,
administered and distributed subject
to the provisions of Article NINE
for the purposes hereinafter set
forth in this Paragraph 1. All
references in this Will to the
DORIS DUKE FOUNDATION FOR ISLAMIC
ART shall refer to such wholly
charitable trust. The DORIS DUKE
FOUNDATION FOR ISLAMIC ART shall
promote the study and understanding
of Middle Eastern art and culture.
I direct that the DORIS DUKE FOUNDATION
FOR ISLAMIC ART make this property
available to scholars, students
and others interested in the furtherance
and preservation of Islamic art
and make the premises open to
the public subject to the payment
of a reasonable fee to be fixed
by the Trustees of the DORIS DUKE
FOUNDATION FOR ISLAMIC ART. In
addition, I direct that the Honolulu
Academy of Arts be permitted to
use the premises for display of
its collection of Middle Eastern
art without any charge to the
Academy. In the event that the
funds derived from admission fees
charged to the public are inadequate
to staff and maintain properly
the land, grounds, buildings,
furniture, furnishings and art
held by the DORIS DUKE FOUNDATION
FOR ISLAMIC ART, supplemental
funds for such purposes shall
be provided by the DORIS DUKE
CHARITABLE FOUNDATION as set forth
in Article EIGHT hereof.
2. I give and bequeath all of
my clothing, jewelry and other
personal effects located at my
residence known as Shangri La,
in Kaalawai, Honolulu, Hawaii
at my death to the DORIS DUKE
CHARITABLE FOUNDATION.
3. I give and bequeath all of
my other Tangible Personal Property
located at my residence known
as Shangri La, in Kaalawai, Honolulu,
Hawaii at my death to the DORIS
DUKE FOUNDATION FOR ISLAMIC-ART.
G. 1. I give, devise and bequeath
all of my right, title and interest
in and to my real property, and
the structures and improvements
thereon, known as Falcon's Lair,
in Beverly Hills, California to
the DORIS DUKE CHARITABLE FOUNDATION.
2. I give and bequeath all of
my clothing, jewelry, other personal
effects and Other Tangible Personal
Property located at my residence
known as Falcon's Lair, in Beverly
Hills. California at my death
to the DORIS DUKE CHARITABLE FOUNDATION.
3. If I shall be survived by
a dog owned by me and residing
at my death at my residence known
as Falcon's Lair, in Beverly Hills,
California, I give such dog to
the caretaker of such property
at my death or, if such caretaker
is at any time unwilling or unable
to care for such dog, to one of
the foundations created under
this Will or of which I was a
member, director, trustee or officer
at my death which is caring for
other dogs of mine. If I shall
be survived by a dog owned by
me and located at my death at
Falcon's Lair, I give and bequeath
the sum of One Hundred Thousand
Dollars ($100,000) to my Trustees,
to be held by them in a separate
trust for the benefit of such
dog, with the income and principal
thereof to be disposed of as follows:
a. My Trustees, at any time
and from time to time, shall apply
such part or all or none of the
net income and principal of the
trust for the benefit of such
dog, at such times and in such
amounts as my Trustees, in their
absolute discretion, shall deem
necessary for the care, feeding,
comfort, maintenance and medical
treatment of such dog, even though
any such application or applications
may result in the termination
of the trust. At the end of each
year of the trust, my Trustees
shall accumulate and add to principal
any net income not so applied,
any such capitalized income thereafter
to be disposed of as a part of
such principal.
b. Upon the earlier to occur
of (i) the death of such dog and
(ii) twenty-one (21) years after
my death, the trust shall terminate.
Upon such termination, the principal
of the trust remaining at that
time, and any accrued and undistributed
income, shall be added to my residuary
estate and disposed of in accordance
with the provisions of Article
EIGHT hereof.
H. 1. I give and bequeath all
of my right, title and interest
in and to my cooperative apartment,
known as Penthouse B, located
at 475 Park Avenue, New York,
New York, including the proprietary
lease and shares of stock relating
thereto, to the DORIS DUKE CHARITABLE
FOUNDATION.
2. I give and bequeath all of
my clothing, jewelry, other personal
effects and Other Tangible Personal
Property located at my New York
City cooperative apartment at
my death to the DORIS DUKE CHARITABLE
FOUNDATION.
I. To the extent, if any, that
my Other Tangible Personal Property,
as hereinbefore defined, or any
of my clothing, jewelry, personal
effects or real property shall
not otherwise be effectively disposed
of in the preceding provisions
of this Article, I give and bequeath
such property to the DORIS DUKE
CHARITABLE FOUNDATION.
J. I give and bequeath my two
(2) camels, two (2) horses and
donkey to the DORIS DUKE FOUNDATION
FOR THE PRESERVATION OF ENDANGERED
WILDLIFE.
K. If, upon semi-annual investigation
into the expenditures and needs
of the NEWPORT GARDENS FOUNDATION,
INC., the Trustees of the DORIS
DUKE CHARITABLE FOUNDATION determine
that the NEWPORT GARDENS FOUNDATION,
INC. is operating at a deficit,
and if they determine that the
deficit is not created by substantial
waste or mismanagement, they shall
pay over to the NEWPORT GARDENS
FOUNDATION, INC. from the DORIS
DUKE CHARITABLE FOUNDATION sufficient
monies to offset any justified
operating deficit and in addition
shall supply the NEWPORT GARDENS
FOUNDATION, INC. with operating
funds sufficient for a period
not in excess of sixty (60) days
from the date of payment if the
NEWPORT GARDENS FOUNDATION, INC.
is then a tax-exempt organization,
as hereinafter defined. In the
event that the NEWPORT GARDENS
FOUNDATION, INC. reports that
funds are required for capital
improvements or major repairs,
the Trustees of the DORIS DUKE
CHARITABLE FOUNDATION shall retain
the services of a qualified engineer
and, to the extent that the engineer
confirms the need for such funds,
the Trustees of the DORIS DUKE
CHARITABLE FOUNDATION shall pay
over such funds to the NEWPORT
GARDENS FOUNDATION, INC., which
shall promptly render a full and
complete accounting of the funds
disbursed for such purposes.
L. Any expenses which may be
incurred by my Executors in selling,
storing, packing, shipping and
insuring any of my tangible personal
property, including any expenses
which may be incurred in delivering
such property to the designated
beneficiary or beneficiaries thereof,
shall be charged against the principal
of my residuary estate and treated
as an expense of administering
my estate.
M. I direct that (i) my Executors,
in their absolute discretion,
shall be authorized to determine
what property, if any, shall be
disposed of under each provision
of this Will, and (ii) all such
determinations by my Executors
shall be binding and conclusive
upon all interested persons.
THREE: I direct that my Executors
sell the airplane owned by Newport
Farms, Inc., a New Jersey corporation
of which I own one hundred percent
(100%) of the stock, and then
liquidate such corporation and
add the net sales proceeds thereof
to my residuary estate to be disposed
of in accordance with the provisions
of Article EIGHT hereof.
FOUR: A. The following loans
were owed to me as of August,
1991:
1. DR. ROBERT NIXON: Fifty-Eight
Thousand Dollars ($58,000)
2. ELEANOR LAWSON: Sixteen Thousand
Five Hundred Dollars (516,500).
3. FRANCO ROSSELLINI: One Hundred
Fifty-Eight Thousand Dollars ($158,000).
4. VERA CYCKMAN: Ten Thousand
Dollars ($10,000).
5. EDWARD LEIATO: Thirty Thousand
Dollars ($30,000).
6 RAPHAEL RECTO: One Hundred
Thousand Dollars ($100,000).
I direct that, to the extent
that these loans shall be outstanding
at the time of my death, such
loans shall be forgiven.
B. I direct that my Executors
make reasonable arrangements with
IMELDA MARCOS (or the legal representatives
of her estate, if she shall not
survive me) for the repayment
of the Five Million Dollars ($5,000,000),
plus accrued interest, that I
loaned to her pursuant to a demand
note dated March 6, 1990, such
repayment to be made when Mrs.
Marcos and the Philippines government
settle their financial dispute
or at such other time as my Executors
shall deem appropriate in their
absolute discretion.
C. I have made a loan in the
current principal amount of Six
Hundred Thousand Dollars ($600,000),
plus accruing interest, to HEALTH
MAINTENANCE PROGRAMS, INC., which
loan is convertible to common
stock in such corporation. I direct
my Executors to convert such loan
(as the same shall be outstanding
at my death) into common stock
and to add such stock to my residuary
estate to be disposed of in accordance
with the provisions of Article
EIGHT hereof.
D. I direct my Executors not
to seek a refund for the relinquishment
of my memberships at the Newport
Country Club and the Spouting
Rock Beach Association.
FIVE: A. I give and bequeath
the following sums to the following
organizations:
1. Ten Million Dollars ($10,000,000)
to DUKE UNIVERSITY, Durham, North
Carolina.
2. Five Hundred Thousand Dollars
($500,000) to the SELF -REALIZATION
FELLOWSHIP, Los Angeles, California.
3 . Ten Million Dollars ($ 10,000,000)
to the METROPOLITAN MUSEUM OF
ART, New York, New York.
4. One Million Dollars ($1,000,000)
to the NEW YORK ZOOLOGICAL PARK
operated by the New York Zoological
Society, Bronx, New York.
B. I give and bequeath the following
sums to such of the following
persons as shall survive me:
1. Three Million Dollars ($3,000,000)
to ELEANOR JOHNSON LAWSON.
2 . One Million Dollars ($ 1,000,000)
to DOROTHY MCCAWLEY.
3. One Million Dollars ($1,000,000)
to ROSEANNA TODD.
4. Five Hundred Thousand Dollars
($500,000) to ANNA LUNDY LEWIS.
5. One Million Dollars ($1,000,000)
to REVEREND LAWRENCE ROBERTS,
in his individual capacity, whether
or not he is, at the date of my
death, affiliated with the First
Baptist Church of Nutley, New
Jersey.
6. Five Hundred Thousand Dollars
($500,000) to CONSTANCE PITTS
SPEED.
7. Two Hundred Thousand Dollars
($200,000) to JOHN GOMEZ.
8. One Million Dollars ($1,000,000)
to ANNA KENNESAY.
C. 1. The bequests to my employees
under this Subdivision C are in
gratitude for their past services
rendered to me and my foundations.
It is my hope and expectation
that my Executors and Trustees
and the foundations in which I
am a member, director, trustee
or officer at my death or which
are to be created under this Will
shall employ as many of these
persons as reasonably possible
in order to maintain my various
properties and to operate these
foundations after my death. The
determination of my Executors
as to the persons to receive a
bequest under this Subdivision
C and the amount of each such
bequest shall be binding and conclusive
on all interested persons.
2. If BERNARD LAFFERTY shall
survive me and shall at my death
be in my employ or in the employ
of The Doris Duke Foundation,
the Foundation for Southeast Asian
Art and Culture, the Duke Gardens
Foundation, Inc., the Newport
Restoration Foundation (such foundations
being hereinafter collectively
referred to as the "Applicable
Foundations") or of any other
foundation of which I am a member,
director, trustee or officer at
my death, I give and bequeath
to my Trustees the sum of Ten
Million Dollars ($10,000,000).
Such sum shall be held by my Trustees
in a separate charitable remainder
annuity trust, with the income
and principal thereof to be disposed
of in accordance with the provisions
of Paragraph 6 of this Subdivision
C.
3. If NUKU MAKASIALE shall survive
me and shall at my death be in
my employ or in the employ of
any of the Applicable Foundations
or of any other foundation of
which I am a member, director,
trustee or officer at my death,
I give and bequeath to my Trustees
a sum which my Executors, in their
absolute discretion, determine
shall be necessary, assuming that
such sum will generate interest
at a rate of five percent (5%)
per annum, to produce income on
an annual basis which shall equal
the sum of (i) the annual salary
that NUKU MAKASIALE received from
me or such foundation, as the
case may be, for the twelve (12)
month period immediately preceding
my death plus (ii) Fifty-Eight
Thousand Dollars ($58,000). Such
sum shall be held by my Trustees
in a separate charitable remainder
annuity trust, with the income
and principal of such trust to
be disposed of in accordance with
the provisions of Paragraph 6
of this Subdivision C.
4. If JINADASA DESILVA shall
survive me and shall at my death
be in my employ or in the employ
of any of the Applicable Foundations
or of any other foundation of
which I am a member, director,
trustee or officer at my death,
I give and bequeath to my Trustees
a sum which my Executors, in their
absolute discretion, determine
shall be necessary, assuming that
such sum will generate interest
at a rate of five percent (5%)
per annum, to produce income on
an annual basis which shall equal
the sum of (i) the annual salary
that JINADASA DESILVA received
from me or such foundation, as
the case may be, for the twelve
(12) month period immediately
preceding my death plus (ii) Eighteen
Thousand Dollars ($18,000). Such
sum shall be held by my Trustees
in a separate charitable remainder
annuity trust, with the income
and principal of such trust to
be disposed of in accordance with
the provisions of Paragraph 6
of this Subdivision C.
5. With respect to each of NILZA
MOORE, SHIZUE HAMAMOTO, GEORGE
REED and BENJAMIN REED who shall
survive me and shall at my death
be in my employ or in the employ
of any of the Applicable Foundations
or of any other foundation of
which I am a member, director,
trustee or officer at my death,
I give and bequeath to my Trustees
a sum which my Executors, in their
absolute discretion, determine
shall be necessary, assuming that
such sum will generate interest
at a rate of five percent (5%)
per annum, to produce income on
an annual basis which shall equal
such person's annual salary from
me or such foundation, as the
case may be, for the twelve (12)
month period immediately preceding
my death. With respect to each
such person, such sum shall be
held by my Trustees in a separate
charitable remainder annuity trust,
with the income and principal
of each such trust to be disposed
of in accordance with the provisions
of Paragraph 6 of this Subdivision
C.
6. Pursuant to the foregoing
provisions of this Subdivision
C, certain property is to be held
by my Trustees in a separate charitable
remainder annuity trust for the
benefit of a certain person. I
direct that the income and principal
of each such trust shall be disposed
of as follows:
a. Commencing as of the date
of my death and continuing during
the lifetime of the person for
whose benefit the trust has been
established (the "Beneficiary"),
my Trustees shall, in each taxable
year of the trust, pay to the
Beneficiary an annuity amount
equal to five percent (5%) of
the initial net fair market value
of the property which constitutes
the principal of the trust (the
"Annuity Amount"), provided, however,
that the payout percentage (as
adjusted to reflect the time and
frequency of the annuity payments)
shall not exceed the percentage
that would result in a five percent
(5 %) probability that the principal
of the trust shall be exhausted
before the death of the Beneficiary,
determined as of the date of my
death (or the alternate valuation
date, if applicable).
b. Upon the death of the Beneficiary,
the principal and income of the
trust remaining at that time,
other than any such principal
and income which may be required
to be distributed to the Beneficiary
or the Beneficiary's estate in
satisfaction of the final Annuity
Amount payment, shall be distributed
outright to the DORIS DUKE CHARITABLE
FOUNDATION. If the DORIS DUKE
CHARITABLE FOUNDATION is not a
tax-exempt organization, as hereinafter
defined, at the time when any
principal or income of the trust
is to be distributed to it, then
my Trustees shall distribute such
principal and income to such one
or more tax -exempt organizations
as my Trustees shall determine
in their absolute discretion.
c. The trusts held pursuant
to this Paragraph 6 of Subdivision
C shall be administered in accordance
with the provisions of Subdivision
D of this Article.
7. I give and bequeath to each
other person who shall survive
me and who my Executors shall
determine in their absolute discretion
shall be on my payroll or the
payroll of any of the Applicable
Foundations or of any other foundation
of which I am a member, director,
trustee or officer at my death
on a salaried (but not an hourly)
basis, other than a person who
is a beneficiary under another
provision of this Will, a sum
equal to one (l) month's salary
for each full year of such employment
prior to my death (rounded to
the nearest Five Hundred Dollars
($500)), but in no case less than
One Thousand Five Hundred Dollars
($1,500).
8. I give and bequeath to each
other person who shall survive
me and who my Executors shall
determine in their absolute discretion
shall be on my payroll or the
payroll of any of the Applicable
Foundations or of any other foundation
of which I am a member, director,
trustee or officer at my death
on an hourly basis, other than
a person who is a beneficiary
under another provision of this
Will, a sum equal to one (1) month's
salary for each full year of such
employment prior to my death (rounded
to the nearest Five Hundred Dollars
($500)), but in no case less than
One Thousand Five Hundred Dollars
($1,500). For purposes of this
Paragraph 8, one month's salary
shall be deemed to equal one-twelfth
(1/12) of the income such person
received from me or such foundation,
as the case may be, in the year
prior to my death based on such
person's Form W-2 for such year.
9. Notwithstanding anything
herein which might suggest a contrary
result, I hereby specifically
state that I do not intend by
the provisions of Paragraph 7
or 8 of this Subdivision C to
make any gift or bequest to any
person or entity that I, any of
the Applicable Foundations or
any other foundation retain as
an independent contractor to perform
services, including lawyers, accountants,
physicians, nurses and others
who are not my employees, the
employees of an Applicable Foundation
or the employees of any other
foundation of which I am a member,
director, trustee or officer at
my death.
10. I request that each of NILZA
MOORE, GEORGE REED and BENJAMIN
REED who are at my death in the
employ of any of the Applicable
Foundations or of any other foundation
of which I am a member, director,
trustee or officer at my death
have a residence provided for
them by one of such foundations
after my death. If possible, I
expect that the DORIS DUKE CHARITABLE
FOUNDATION shall provide such
a residence for each of NILZA
MOORE and GEORGE REED and that
the NEWPORT RESTORATION FOUNDATION
shall provide such a residence
for BENJAMIN REED.
D. Each trust created pursuant
to the provisions of Paragraphs
2, 3, 4 and 5 of Subdivision C
of this Article and the provisions
of Article SIX of this Will shall
be administered as follows:
1. The obligation to pay the
Annuity Amount shall commence
on the date of my death, but payment
of the Annuity Amount may be deferred
during a period from the date
of my death to the end of the
taxable year of the trust in which
occurs the complete funding of
the trust. Within a reasonable
time after the end of the taxable
year in which occurs the complete
funding of the trust, my Trustees
shall pay to the person for whose
benefit the trust was created
(the "Recipient"), in the case
of an underpayment, or shall receive
from the Recipient, in the case
of an overpayment, the difference
between (a) the total of any amounts
in respect of the Annuity Amount
actually paid to the Recipient,
plus interest on such amounts,
compounded annually, computed
for any period at the rate of
interest that the federal income
tax regulations under Section
664 of the Internal Revenue Code
of 1986, as amended from time
to time (the "Code"), prescribe
for the trust for such computation
for such period, and (b) the total
of such amounts in respect of
the Annuity Amount that are properly
payable, plus interest on such
amounts, compounded annually,
computed for any period at the
rate of interest that the federal
income tax regulations under Section
664 of the Code prescribe for
the trust for such computation
for such period.
2. The Annuity Amount shall
be distributed to the Recipient
in equal quarterly installments
from income and, to the extent
that income is not sufficient,
from principal in accordance with
the following provisions of this
Paragraph 2. The Annuity Amount
shall be paid from the ordinary
net income (including short-term
capital gain) of the trust other
than "unrelated business income"
as defined in Section 681 of the
Code. To the extent that such
ordinary net income is insufficient
to pay the Annuity Amount, the
Annuity Amount shall be paid from
the long-term capital gain of
the trust or, if insufficient,
from the unrelated business income
of the trust or, if insufficient,
from income of the trust which
is exempt from income taxes or,
if insufficient, from the principal
of the trust. As used in this
Paragraph 2, the terms "short-term
capital gain" and "long-term capital
gain" are defined as in Section
1222 of the Code.
3. Any income of the trust for
a taxable year which shall exceed
the Annuity Amount shall be accumulated
and added to principal, any such
capitalized income thereafter
to be disposed of as a part of
the principal of the trust.
4. If the first or the last
taxable year of the trust or both
such years shall have fewer than
365 days, the Annuity Amount for
such short taxable year or years
shall be prorated on a daily basis,
in accordance with Section 1.664-2
of the federal income tax regulations,
or any successor provision thereto.
The taxable year of the trust
shall be the calendar year.
5. No additional contributions
may be made to the trust. The
initial contribution to the trust
shall be deemed to consist of
all property passing to the trust
by reason of my death.
6. The computation of the value
of the assets transferred to the
trust shall be controlled by the
valuations as finally determined
in the federal estate tax proceeding
relating to my estate. If the
initial net fair market value
of the assets constituting the
trust is determined incorrectly
by my Trustees, then within a
reasonable period after the final
determination of the correct value,
my Trustees shall pay to the Recipient,
in the case of an undervaluation,
or shall receive from the Recipient,
in the case of an overvaluation,
an amount equal to the difference
between the total sums in respect
of the Annuity Amount that my
Trustees should have paid if the
correct value were used and the
total of such sums that my Trustees
actually paid.
7. Notwithstanding any provision
of this Will:
a. The income and principal
of the trust for each taxable
year shall be distributed at such
time and in such manner as not
to subject the trust to any tax
under Section 4942 of the Code;
b. Except for the payment of
the Annuity Amount to the Recipient,
my Trustees shall not engage in
any act of self dealing, as defined
in Section 4941(d) of the Code,
and shall not make any taxable
expenditures, as defined in Section
4945(d) of the Code;
c. My Trustees shall not make
any investments that jeopardize
the charitable purpose of the
trust, within the meaning of Section
4944 of the Code and the federal
income tax regulations thereunder,
or retain any excess business
holdings, within the meaning of
Section 4943(c) of the Code;
d. The Annuity Amount shall
not be reduced by any expenses
of the trust including, but not
limited to, trustees' commissions;
e. Nothing in this Will shall
be construed so as to restrict
my Trustees from investing the
assets of the trust in a manner
that could result in the annual
realization of a reasonable amount
of income or gain from the sale
or disposition of trust assets:
f. It is my intention that the
trust shall qualify as a charitable
remainder annuity trust within
the meaning of Section 6 of Rev.
Proc. 90-32, and any successor
revenue procedures thereto, and
Section 664(d)(1) of the Code,
and the federal income tax regulations
thereunder, and that the remainder
interest which is to be distributed
shall qualify for the estate tax
charitable deduction under the
provisions of Section 2055 of
the Code. Accordingly, I hereby
direct that (i) no authorization,
direction or other provision contained
in this Will which would prevent
the trust and such remainder interest
from so qualifying shall apply,
(ii) the trust shall be interpreted,
valued, managed and invested in
a manner consistent with that
intent, (iii) no distribution
shall be made to the trust of
any property which does not qualify
for such charitable deduction
and (iv) it is my further intention
that any court having jurisdiction
over this Will shall construe
and interpret and, if necessary,
modify and limit the terms and
provisions of this Will so as
to permit such remainder interest
so to qualify;
g. My Trustees are authorized,
acting alone, to amend the trust
in any manner required for the
sole purpose of ensuring that
the trust qualifies and continues
to qualify as a charitable remainder
annuity trust within the meaning
of Section 664(d)(1) of the Code
and the federal income tax regulations
thereunder: and
h. The operation of the trust
shall be governed by the laws
of the State of New York. My Trustees,
however, are prohibited-from exercising
any power or discretion granted
under such laws that would be
inconsistent with the qualification
of the trust under Section 664(d)(1)
of the Code and the corresponding
regulations.
SIX: If WALKER P. INMAN, JR.
shall survive me, I give and bequeath
to my Trustees the sum of Seven
Million Dollars ($7,000,000),
to be held by my Trustees in a
separate charitable remainder
annuity trust for the benefit
of WALKER P. INMAN, JR., with
the income and principal thereof
to be disposed of as follows:
A. Commencing as of the date
of my death and continuing during
the lifetime of WALKER P. INMAN,
JR., my Trustees shall, in each
taxable year of the trust, pay
to WALKER P. INMAN, JR. an annuity
amount equal to five percent (5%)
of the initial net fair market
value of the property which constitutes
the principal of the trust (the
"Annuity Amount") provided, however,
that the payout percentage (as
adjusted to reflect the time and
frequency of the annuity payments)
shall not exceed the percentage
that would result in a five percent
(5%) probability that the principal
of the trust shall be exhausted
before the death of WALKER P.
INMAN, JR., determined as of the
date of my death (or the alternate
valuation date, if applicable).
B. Upon the death of WALKER
P. INMAN, JR., the principal and
income of the trust remaining
at that time, other than any such
principal and income which may
be required to be distributed
in satisfaction of the final Annuity
Amount payment, shall be distributed
outright to the DORIS DUKE CHARITABLE
FOUNDATION. If the DORIS DUKE
CHARITABLE FOUNDATION is not a
tax- exempt organization, as hereinafter
defined, at the time when any
principal or income of the trust
is to be distributed to it, then
my Trustees shall distribute such
principal and income to such one
or more tax-exempt organizations
as my Trustees shall determine
in their absolute discretion.
C. The trust created in this
Article SIX shall be administered
in accordance with the provisions
of Subdivision D of Article FIVE
of this Will.
SEVEN:
A. I expressly exercise the
general testamentary power of
appointment granted to me by subparagraph
(2) of Paragraph C of the Indenture
of Trust, dated May 2, 1917 made
by my father, J.B. Duke, as Grantor
and Trustee, with the Farmers'
Loan and Trust Company (now Citibank,
N. A., by merger and succession)
as successor Trustee, by directing
that the principal, and any remaining
income, of the trust created pursuant
to such Indenture at my death
be distributed to the DORIS DUKE
CHARITABLE FOUNDATION which is
the wholly charitable trust held
pursuant to the provisions of
Article NINE of this Will, to
be administered and distributed
as a part thereof.
B. I declare that, despite my
1988 adoption of Chandi Heffner(who
was 35 years old at that time),
it is my intention that she not
be deemed to be my child for the
purposes of disposing of the trust
property described in Subdivision
A of this Article SEVEN, or for
any other purpose of this Will,
or otherwise, and that this Will
and all trusts and other entities
in which I have an interest be
administered accordingly. I am
confident that my father, who
created certain trusts for my
lifetime benefit, would not want
Chandi Heffner to have any interest
in any such trust, even if I had
wanted her to have such an interest
(which I do not).
EIGHT: I give, devise and bequeath
all the rest, residue and remainder
of my estate, real, persona] or
mixed, of whatsoever nature and
wheresoever situate, of which
I shall die seized or possessed,
or to which I shall be in any
way entitled at the time of my
death, including all property
over which I shall have a power
of appointment or other power
of disposal at the time of my
death, and including any legacies
or devises which may lapse or
be invalid or for any reason fail
to take effect (herein referred
to as my "residuary estate"),
after the payment of all taxes
of whatsoever kind and all debts
and expenses properly chargeable
against my residuary estate, to
my Trustees, IN TRUST, NEVERTHELESS,
to hold manage, invest and reinvest
the same, to collect the income
thereof, and to dispose of the
net income thereof for the educational,
charitable, scientific, literary
and artistic purposes for which
this wholly charitable trust is
created and which shall be known
as the DORIS DUKE CHARITABLE FOUNDATION,
and such trust shall be held,
administered and disposed of subject
to the provisions of Article NINE
of this Will and for the purposes
described in the following Subdivisions
A through
A. The Trustees shall pay over
from time to time to (i) the DORIS
DUKE FOUNDATION FOR THE PRESERVATION
OF ENDANGERED WILDLIFE, (ii) the
DORIS DUKE FOUNDATION FOR THE
PRESERVATION OF NEW JERSEY FARMLAND
AND FARM ANIMALS, (iii) the NEWPORT
RESTORATION FOUNDATION, (iv) the
DORIS DUKE FOUNDATION FOR ISLAMIC
ART, and (v) the NEWPORT GARDENS
FOUNDATION, INC. (the "Charitable
Entities") such funds as may be
required by the Charitable Entities
to carry out the purposes expressed
in the provisions of this Will
with respect to the Charitable
Entities. Such funds shall be
disbursed only after the Trustees
make appropriate inquiries into
the claimed costs and determine
that the funds paid over shall
be utilized solely for the purposes
expressed. Anything to the contrary
above notwithstanding, my Trustees
shall distribute such funds to
each of the above-named Charitable
Entities pursuant to the foregoing
provisions of this Subdivision
A or pursuant to any other provision
of this Will only if, at the time
any funds are to be distributed,
the Charitable Entity qualifies
as a tax-exempt organization,
as hereinafter defined.
B. The Trustees may make contributions
to tax exempt organizations that
have as their purposes the assistance
of actors, dancers, singers, musicians
and other artists of the entertainment
world in fulfilling their ambitions
and providing opportunities for
the public presentation of their
arts and talents.
C. I have a special interest
in the preservation of wildlife,
both flora and fauna, in the United
States and elsewhere, and also
a special interest in the prevention
of cruelty to children or to animals.
The Trustees may make contributions
to tax-exempt organizations that
they are satisfied are actively
and efficiently promoting these
goals.
D. The Trustees may make contributions
to tax-exempt organizations that
they are satisfied are actively
and efficiently promoting medical
research designed to effectuate
cures of major diseases such as
cancer and heart disease, and
other diseases, including sickle
cell anemia, provided that no
animals are used to conduct such
research.
E. The Trustees may make contributions
to tax-exempt organizations that
they are satisfied are actively
and efficiently promoting anti-vivisectionism.
F. The Trustees may make contributions
to tax-exempt organizations that
they are satisfied are actively
and efficiently promoting ecological
endeavors.
G. If the DORIS DUKE CHARITABLE
FOUNDATION has income during any
year that is not disbursed pursuant
to the preceding Subdivisions
of this Article EIGHT, the Trustees
may make contributions to various
universities and colleges in the
United States that they are satisfied
are actively and efficiently promoting
agricultural programs that are
for the benefit of the public
or of wildlife or of animals.
H. Whenever the Trustees, in
the course of any of the investigations
that I recognize will be required,
need expert, clerical or other
types of assistance in conducting
such investigations, they are
hereby authorized to retain such
assistance and to pay the reasonable
rates required therefor. These
costs shall be charged against
income in the year in which such
charges or costs are incurred.
I. Notwithstanding anything
herein to the contrary, the Trustees
may give to any tax-exempt charitable
organization any item of tangible
personal property they may find
impossible or inappropriate to
sell or retain.
J. Unless otherwise provided,
in the event that the income derived
by the DORIS DUKE CHARITABLE FOUNDATION
is insufficient in any year to
supply the funds that the Trustees
deem appropriate to be disbursed
pursuant to the foregoing provisions
of this Article EIGHT, the Trustees
are authorized to invade the principal
of the DORIS DUKE CHARITABLE FOUNDATION
to supply those funds.
NINE: Each separate wholly charitable
trust created pursuant to the
provisions of this Will shall
be held, administered and distributed
by my Trustees for the educational,
charitable. scientific, literary
and artistic purposes for which
it was created subject to the
following provisions:
A. The Trustees are hereby authorized,
in their sole discretion, at any
time and from time to time, to
distribute all or any part of
the net income and/or principal
of the trust to or for the use
of such one (1) or more entities,
including any organization formed,
organized and/or incorporated
by the Trustees, qualifying as
exempt from Federal income taxes
as an organization described in
and meeting the requirements of
Section 501(c)(3) of the Code,
and transfers to which are deductible
for income tax and estate tax
purposes under the provisions
of Section 170(c) and Section
2055 of the Code and, to the extent
not inconsistent with the foregoing
provisions of the Code, the income
tax and estate tax laws of the
state of my domicile in effect
at the time of my death and in
effect at the time of payment
or application (herein sometimes
referred to as a "tax-exempt organization"
or "tax-exempt organizations")
as the Trustees, in their sole
discretion, shall select in such
amounts or proportions, equal
or unequal, as the Trustees in
their sole discretion, shall determine.
B. The Trustees are hereby authorized,
in their sole discretion, to terminate
the trust at any time, if the
Trustees feel that by so doing
the best charitable use will be
made of the trust estate of the
trust. Upon termination of the
trust, the Trustees shall transfer,
convey and pay over the principal
thereof, as it is then constituted,
to such one (I) or more tax-exempt
organizations at the time of such
termination as the Trustees in
their sole discretion, shall select,
in such amounts or proportions,
equal or unequal, as the Trustees
in their sole discretion, shall
determine.
C . The administration and distribution
of the trust shall be subject
to the following restrictions:
(i) the trust shall be operated
exclusively for purposes allowed
for tax-exempt organizations,
(ii) no part of the net earnings
of the trust shall inure to the
benefit of any private individual,
except that the Trustees of the
trust shall be authorized and
empowered to pay reasonable compensation
for services rendered and to make
payments and distributions in
furtherance of the trust's general
charitable purposes, (iii) no
substantial part of the activities
of the trust shall be carrying
on propaganda or otherwise attempting
to influence legislation, (iv)
the trust shall not participate
in, or intervene in (including
the publishing or distributing
of statements), any political
campaign on behalf of (or in opposition
to) any candidate for public office,
and (v) upon the termination of
the trust, the assets of the trust
shall be distributed for one or
more exempt purposes within the
meaning of Section 501(c)(3) of
the Code or the corresponding
section of any future federal
tax code, or shall be distributed
to the federal government, or
to a state or local government,
for a public purpose.
D. Notwithstanding the broad
nature of the powers and authority
granted to the Trustees by this
Article or by any other Article
of this Will, the following provisions
shall apply to the trust:
1 The Trustees shall distribute
the income of the trust for each
taxable year at such time or times
and in such manner as not to subject
the trust to tax under Section
4942 of the Code:
2. The Trustees shall not engage
in any act of self-dealing [as
defined in Section 4941(d) of
the Code];
3. The Trustees shall not retain
any excess business holdings [as
defined in Section 4943(c) of
the Code] which would subject
the trust to tax under Section
4943 of the Code;
4. The Trustees shall not make
any investments which would subject
the trust to tax under Section
4944 of the Code;
5. The Trustees shall not make
any taxable expenditures [as defined
in Section 4945(d) of the Code];
and
6. None of the powers and authorities
granted to the Trustees under
any provision of this Will shall
be exercised in such a manner
as to disqualify the trust from
tax-exempt status under Section
501(c)(3) or to disqualify the
interests in the trust given to
charity from the charitable deduction
allowable in determining the Federal
estate tax on my estate.
E. I specifically authorize
the Trustees of the trust to form,
organize and/or incorporate any
tax-exempt organization as more
completely set forth in Article
TEN of this Will. It would not
be inconsistent with my wishes
if the Trustees completed the
necessary work to bring such foundations
into existence as tax.exempt organizations.
Furthermore, it would not be inconsistent
with my intention if the trust
eventually were to terminate in
favor of one or more tax-exempt
organizations. However, I leave
the decision as to how these matters
are handled to the sole discretion
of my Trustees.
F. It is my intention by this
Article to create a trust conferring
a charitable interest which qualifies
for a Federal estate tax charitable
deduction and which qualifies
as an entity exempt from Federal
income tax. Accordingly, my Executors
or the Trustees are hereby authorized,
in their sole discretion, to apply
to qualify the trust for tax-exempt
status under Section 501(c)(3).
In addition, I hereby direct that
the provisions of my Will applying
to this trust shall be construed
in a manner consistent with Sections
2055, 170(c) and 501(c)(3) of
the Code and with the regulations
and rulings which from time to
time may be promulgated thereunder,
and that my estate and the trust
shall be administered solely in
conformity with said sections
and the regulations and rulings
thereunder. Notwithstanding any
provision in this Will which might
otherwise suggest or direct a
contrary result, should any provision
of this Will applying to the trust
be inconsistent or in conflict
with said Code sections, or the
regulations or rulings thereunder,
then said Code sections, regulations
or rulings shall be deemed to
override and supersede such inconsistent
or conflicting provisions of this
Will. If said Code sections, regulations
or rulings at any time require
that instruments creating tax-exempt
trusts which are intended to be
private charitable foundations
to which the aforesaid Code sections,
regulations and rulings relate
contain provisions which are not
expressly set forth in this Will,
then such provisions shall be
specifically incorporated herein
by this reference, and shall be
deemed to be a pan hereof to the
same extent as though they had
been expressly set forth herein.
To those ends, the Trustees may
amend the terms of the trust for
the sole purpose of complying
with the requirements of said
Code sections, regulations and
rulings.
TEN: A. In addition to the powers
and authority granted to my Trustees
of each separate wholly charitable
trust created pursuant to the
provisions of this Will, I grant
the Trustees of each such trust
the power and authority to create
under New York law or the law
of any other state a corporation
or a trust which will be operated
exclusively for the purposes allowed
for tax -exempt organizations
as described in Subdivision A
of Article NINE of this Will,
and for the specific charitable
purposes for which such wholly
charitable trust was created.
Such corporations or trusts are
hereinafter sometimes referred
to as a "foundation" or "foundations".
It is my intention that each
of the foundations created hereunder
shall be an organization qualifying
under Sections 501(c)(3) and 170(c)
of the Code, gifts or bequests
to which are deductible for federal
estate and gift tax purposes under
the provisions of Sections 2055(a)
and 2522(a), respectively, of
the Code. I direct my Trustees
to take or cause to be taken such
action as may be necessary to
qualify these corporations or
trusts for exemption from tax
under the Code or other applicable
law including. without limitation,
establishing procedures for selecting
recipients of the funds of these
foundations which will comply
with requirements existing at
that time for obtaining and maintaining
their tax-exempt status.
The Certificate of Incorporation,
trust agreement or similar document
creating each of these foundations
shall include provisions (among
such other provisions as shall
be necessary to create a corporation
or trust, gifts and bequests to
which are deductible for federal
estate and gift tax purposes under
the provisions of the Code referred
to in the preceding paragraph)
providing that (i) these foundations
shall be organized and operated
exclusively for purposes allowed
for tax-exempt organizations,
(ii) no part of the net earnings
of these foundations shall inure
to the benefit of any private
individual, except that these
foundations shall be authorized
and empowered to pay reasonable
compensation for services rendered
and to make payments and distributions
in furtherance of their general
charitable purposes, (iii) no
substantial part of the activities
of the foundations shall be carrying
on propaganda or otherwise attempting
to influence legislation, (iv)
the foundations shall not participate
in, or intervene in (including
the publishing or distributing
of statements), any political
campaign on behalf of (or in opposition
to) any candidate for public office,
and (v) upon the termination of
each foundation, the assets of
the foundation shall be distributed
for one or more exempt purposes
within the meaning of Section
501(c)(3) of the Code or the corresponding
section of any future federal
tax code, or shall be distributed
to the federal government, or
to a state or local government
for a public purpose.
Those foundations shall not
engage in any act of self-dealing,
retain any excess business holdings,
make any investment, or make any
taxable expenditures, so as to
subject these foundations to any
tax under Sections 4941, 4943,
4944 and 4945, respectively, of
the Code. These foundations shall
make distributions for each taxable
year at such time and in such
manner as not to subject these
foundations to the tax on undistributed
income imposed by Section 4942
of the Code, and shall not otherwise
engage in any act which would
prevent any transfer under this
Will to any of these foundations
from qualifying for a deduction
in my estate under the applicable
sections of the Code, or any similar
provision of the law of any state.
B. I direct that the initial
directors or trustees of these
foundations shall be BERNARD LAFFERTY,
MARIAN OATES CHARLES and such
three (3) additional persons as
BERNARD LAFFERTY (or failing the
exercise of such power by Bernard
Lafferty, as MARIAN OATES CHARLES)
shall designate in writing, signed
and acknowledged. BERNARD LAFFERTY
(or failing the exercise of such
power by Bernard Lafferty, then
the initial directors or trustees)
shall select the member(s), if
any, of these foundations and
determine the procedures for (i)
the selection and removal of additional
and successor members, directors
or trustees, (ii) the selection
of officers and (iii) the length
of term of each member, director,
trustee or officer.
C. Each of the directors or
trustees of each foundation shall
receive reasonable compensation
for serving in such capacity as
provided by applicable law; and
each director or trustee shall
also be entitled to reimbursement
for reasonable expenses incurred
by him or her in the performance
of his or her duties as a director
or trustee.
D. No bond or other security
shall be required of any director
or trustee. In addition to all
powers given the directors or
trustees by law, the certificate
of incorporation creating these
corporations or the trust agreements
creating these trusts, as the
case may be, shall give the directors
or trustees all powers necessary
and appropriate to carrying out
my charitable intentions.
ELEVEN: A. 1. I nominate and
appoint BERNARD LAFFERTY as my
individual Executor hereunder,
but only if he shall agree to
accept a maximum commission of
Five Million Dollars ($5,000,000)
for the performance of his duties
as Executor.
2. I direct BERNARD LAFFERTY
to appoint as a co-Executor such
bank or trust company (the "corporate
Executor") as he, in his absolute
discretion, shall select. Such
appointment shall be made by an
instrument in writing filed with
the clerk of the appropriate court.
BERNARD LAFFERTY shall have the
authority to make such arrangement
with a bank or trust company concerning
its compensation for acting as
corporate Executor hereunder,
and the acceptance of such fixed
compensation shall be a condition
for the appointment of such bank
or trust company as co-Executor
hereunder. Any bank or trust company
appointed pursuant to this authority
shall have its principal place
of business in the City, County
and State of New York and shall
be acting as Trustee of personal
trusts having aggregate assets
of not less than Three Billion
Five Hundred Million Dollars ($3,500,000,000).
However, if BERNARD LAFFERTY shall
fail to effectively appoint a
corporate Executor, then I hereby
nominate and appoint UNITED STATES
TRUST COMPANY OF NEW YORK, New
York, New York, to serve as the
sole Executor hereunder, conditioned
only upon its willingness to accept
a maximum commission of Seven
Million Five Hundred Thousand
Dollars ($7,500,000).
3. I authorize, but do not direct,
BERNARD LAFFERTY at any time to
appoint such one (1) or more individuals
as he, in his absolute discretion,
shall select as additional or
successor individual Executors,
provided, however, that BERNARD
LAFFERTY may appoint additional
individual Executor(s) only of
all individual Executors shall
agree to accept maximum commissions
of Seven Million Five Hundred
Thousand Dollars ($7,500,000)
for the performance of their duties
as Executors, such amount to be
divided among them as BERNARD
LAFFERTY shall determine, and
any such additional or successor
Executor(s) shall serve for such
term and subject to such conditions
(including, but not limited to,
the right of BERNARD LAFFERTY
or some other person selected
by BERNARD LAFFERTY to remove
any person so appointed) as BERNARD
LAFFERTY shall designate in an
instrument in writing filed with
the clerk of the appropriate court.
4. I authorize BERNARD LAFFERTY,
or if he is not serving as an
Executor of my Will, then any
other person who may then be serving
as an Executor [or if there shall
be more than one (1) person serving
in such capacity, then all such
persons, jointly], in his [their]
absolute discretion to remove
the corporate Executor at any
time and, in the event such corporate
Executor is removed, I direct
the person(s) with such removal
power to appoint such bank or
trust company as he [they], in
his [their] absolute discretion,
shall select to act in its place.
Any removal and appointment shall
be evidenced by an instrument
in writing delivered to the corporate
Executor and to the bank or trust
company being appointed in its
place, and shall be filed with
the clerk of the appropriate court.
The person(s) with such removal
power shall have the authority
to make such arrangement with
such bank or trust company concerning
its compensation for acting as
successor corporate Executor hereunder,
and the acceptance of such fixed
compensation shall be a condition
for the appointment of such bank
or trust company as co-Executor
hereunder. Any bank or trust company
appointed pursuant to this authority
shall have its principal place
of business in the City, County
and State of New York and shall
be acting as Trustee of personal
trusts having aggregate assets
of not less than Three Billion
Five Hundred Million Dollars ($3,500,000,000).
B. 1. I nominate and appoint
BERNARD LAFFERTY as Trustee of
each trust created hereunder other
than any wholly charitable trust
held pursuant to the provisions
of Article NINE of this Will.
2. There shall always be at
least five (5) Trustees of each
wholly charitable trust held pursuant
to the provisions of Article NINE
of this Will. I nominate and appoint
BERNARD LAFFERTY, MARIAN OATES
CHARLES and such three (3) additional
persons as BERNARD LAFFERTY shall
designate and appoint as the initial
Trustees of each of the wholly
charitable trusts created hereunder
and held pursuant to the provisions
of Article NINE of this Will.
Each person so appointed by BERNARD
LAFFERTY shall serve for such
term and subject to such other
conditions (including, but not
limited to, limitations on commissions
and the right of BERNARD LAFFERTY
or some other person selected
by BERNARD LAFFERTY to remove
any person so appointed) as BERNARD
LAFFERTY in his sole discretion
shall designate in an instrument
in writing filed with the clerk
of the appropriate court.
3. BERNARD LAFFERTY shall be
empowered to establish such procedures
and other terms and conditions
as he in his sole discretion shall
deem appropriate for the appointment
of co -Trustees and/or successor
Trustees of each separate wholly
charitable trust and each other
trust held pursuant to the provisions
of this Will. Such procedures,
terms and other conditions may
include, but are not limited to,
limitations on commissions and
the right of BERNARD LAFFERTY
or some other person designated
by BERNARD LAFFERTY to remove
any person so appointed. If there
shall be a vacancy in the trusteeship
of any separate trust [which with
respect to any wholly charitable
trust shall mean that there shall
be less than five (5) Trustees
serving with respect to such trust],
and if BERNARD LAFFERTY shall
not have established a procedure
for the appointment of a successor
Trustee to fill such vacancy,
then the then acting Trustee (or
all then acting Trustees, jointly)
of such trust shall appoint a
successor Trustee to fill such
vacancy, and to the extent necessary
to avoid any such further vacancy,
shall establish procedures, terms
and conditions for the appointment
of further co-Trustees and successor
Trustees; provided, however, that
such procedure may not be inconsistent
with or contravene any procedure,
term or condition previously established
by BERNARD LAFFERTY. The establishment
of any procedure for the appointment
of co-Trustees and successor Trustees
pursuant to this Paragraph 3,
and any appointment of a co-Trustee
or successor Trustee pursuant
to this Paragraph 3 shall be made
by an instrument in writing filed
with the clerk of the appropriate
court.
4. If there shall be a vacancy
in the trusteeship of any separate
trust held hereunder which shall
not be filed pursuant to the foregoing
provisions of this Subdivision
B, then I hereby nominate and
appoint UNITED STATES TRUST COMPANY
OF NEW YORK, New York, New York,
to serve as a Trustee of each
such trust to fill such vacancy
and to establish procedures for
the appointment of co-Trustees
and successor Trustees as contemplated
by Paragraph 3 of this Subdivision
B. Any such appointment shall
be made by an instrument in writing
filed with the clerk of the appropriate
court.
5. The Trustees of each trust,
other than the DORIS DUKE CHARITABLE
FOUNDATION, shall be entitled
to receive the annual commissions
provided by law in the State of
New York from time to time for
acting as Trustees hereunder,
such commissions to be divided
among such Trustees as BERNARD
LAFFERTY shall direct pursuant
to the powers vested in him under
Paragraphs 2 and 3 of this Subdivision,
or if he shall fail to so direct,
then as may otherwise be provided
in any other procedures, terms
and conditions duly established
by any other person pursuant to
Paragraph 3 of this Subdivision,
or if there shall be no such direction,
then equally among the then acting
Trustees. However, with respect
to the DORIS DUKE CHARITABLE FOUNDATION,
the maximum annual commissions
to be paid to all Trustees of
that wholly charitable trust shall
be one-half (1/2) of the commissions
provided by law in the State of
New York from time to time for
serving as Trustees of such trust.
The commissions so payable to
the Trustees of the DORIS DUKE
CHARITABLE FOUNDATION shall be
divided among such Trustees as
BERNARD LAFFERTY shall direct
pursuant to the powers vested
in him under Paragraphs 2 and
3 of this Subdivision, or if he
shall fail to so direct, then
as may otherwise be provided in
any other procedures, terms and
conditions duly established by
any other person pursuant to Paragraph
3 of this Subdivision, or if there
shall be no such direction, then
equally among the then acting
Trustees. Notwithstanding the
foregoing, if all but not less
than all of the then acting Trustees
of the DORIS DUKE CHARITABLE FOUNDATION
shall petition the court having
jurisdiction over such wholly
charitable trust for additional
commissions based on extraordinary
service or for some other compelling
reason, then such court may set
the amount of any such additional
commissions and the allocation
thereof among such Trustees if
it finds such petition to be meritorious.
C. I hereby confirm that my
Executors' commissions and my
Trustees' commissions are not
to be reduced for the other costs
and expenses of administering
my estate or of the various trusts
created under this Will, including
but not limited to the compensation
of such employees, agents, accountants,
custodians, experts and counsel,
legal or investment, as they shall
deem advisable to employ, except
that if a bank or a trust company
shall be serving as an Executor
or as a Trustee hereunder, no
payment shall be made to such
bank or trust company for its
custodian or investment counsel
services.
D. I authorize any Executor
and Trustee, at any time in office,
to resign by an instrument in
writing, signed and acknowledged
in duplicate, one counterpart
of which shall be filed in the
court in which this Will shall
be admitted to probate, and one
counterpart of which shall be
delivered to the remaining or
successor Executors or Trustees
or both, as the case may be.
E. Any Executor or Trustee may,
at any time and from time to time,
by an instrument in writing, delegate
any or all of his or her rights,
powers, duties, authority and
privileges, whether or not discretionary,
to any other Executor or Trustee,
as the case may be, for such period
or periods of time as may be specified
in such written instrument, provided,
however, that any such instrument
shall be revocable at any time
and that any Executor or Trustee
who is granted any discretionary
power hereunder may not delegate
such discretionary power to any
Executor or Trustee who is not
granted such discretionary power.
F. The terms "Executor" and
"Executors" wherever used in this
Will shall be taken to mean the
executor, executrix, executors
or administrators for the time
being in office, and the terms
"Trustee" and "Trustees" wherever
used in this Will shall be taken
to mean the trustee or trustees
for the time being in office and
each such Executor and Trustee
shall have the same rights, powers,
duties, authority and privileges,
whether or not discretionary,
as if originally appointed hereunder.
G. I direct that no bond or
other security shall be required
of any Executor (including. without
limitation, any preliminary Executor)
or Trustee appointed herein or
pursuant to the power granted
herein for the faithful performance
of his her or its duties, any
law of any state or jurisdiction
to the contrary notwithstanding.
To the extent permitted by law,
any court of competent jurisdiction
shall grant an order for the advance
payment of commissions without
requiring the posting of a bond
by any individual Executor acting
hereunder.
H. No beneficiary eligible to
receive income or principal from
any trust created hereunder by
exercise of my Trustees' discretionary
power to distribute such income
or principal, if such beneficiary
shall be acting as a Trustee hereunder,
shall exercise or participate
in the exercise of such discretionary
power to distribute the income
or principal to himself or herself.
1. Notwithstanding anything
herein to the contrary, each Executor
and Trustee hereunder shall be
entitled to reimbursement for
reasonable expenses incurred by
him, her or it in connection with
the performance of his, her or
its duties as an Executor or Trustee
or both hereunder, as the case
may be.
J. Ministerial duties of my
Executors and my Trustees (such
as opening of safe deposit boxes,
signing of checks, execution of
brokerage transactions relating
to securities or commodities,
and the like) may be executed
by any one Executor or any one
Trustee.
K. Although I am a resident
of the State of New Jersey, some
of my assets are located in the
State of New York and it is my
desire that my estate shall be
administered primarily in the
State of New York and shall, to
the extent possible, be governed
by its laws. It is my desire that
this Will be admitted to original
probate in the Surrogate's Court
in the City, County and State
of New York pursuant to the provisions
of Section 1605 of the Surrogate's
Court Procedure Act of the State
of New York, as now in effect
and as amended from time to time.
L. I hereby elect, pursuant
to Section 3-S.1(h) of the Estates,
Powers and Trusts Law of the State
of New York, as now in effect
and as amended from time to time,
that, as to all of my property
except any real property or tangible
personal property located outside
of the State of New York at the
time of my death, this Will and
the testamentary dispositions
herein contained shall be construed
and regulated in all respects,
not only as to administration
but also as to validity and effect,
by the laws of the State of New
York, and I direct that my fiduciaries
shall be deemed to possess all
discretionary and other powers
granted to them by said laws.
M. Should it be necessary for
a representative of my estate
to qualify in any fiduciary capacity,
whether as executor, administrator
or otherwise, in any jurisdiction
other than New York or such other
state in which the principal administration
of my estate shall be pending,
my Executors shall appoint such
persons(s) and/or a bank or trust
company to act as such fiduciary
in any such other jurisdiction
without giving any security, and
to have thereinafter the rights,
powers, privileges, discretion
and duties conferred or imposed
upon my Executors by the provisions
of this Will.
N. Any corporation which shall,
by merger, consolidation, purchase
or otherwise, succeed to all or
substantially all the personal
trust business of any corporation
then in office as a fiduciary
hereunder shall, thereupon and
without any appointment, assignment
or other action by anyone, succeed
to office hereunder.
TWELVE: Subject to the provisions
of Subparagraph f of Paragraph
7 of Subdivision D of Article
FIVE hereof, I authorize my Executors
and my Trustees, in their absolute
discretion, in any case in which
they are authorized or directed
by any provision of this Will
to pay or distribute income or
principal to any beneficiary,
to apply the whole or any part
of such income, and, in case such
beneficiary shall be incompetent
or otherwise under a legal disability,
or by reason of advanced age,
illness or other physical or mental
incapacity, incapable of handling
and disposing of his or her property,
as determined by my Executors
or my Trustees (other than such
beneficiary), as the case may
be, in their absolute discretion,
the whole or any part of such
principal, directly to the care,
comfort, maintenance, support,
education or use of such beneficiary
instead of paying or distributing
the same to such beneficiary,
or to pay or distribute the whole
or any part of such income or
principal payable or distributable
to any such beneficiary to (i)
the guardian, committee, conservator
or other legal representative,
wherever appointed, of such beneficiary,
(ii) the person with whom such
beneficiary shall reside, (iii)
any other person having the care
and control of such beneficiary,
or (iv) such beneficiary personally,
the receipt of the person to whom
any such payment or distribution
is so made being a sufficient
discharge therefor even though
one of my Executors or one of
my Trustees may be such person.
THIRTEEN: A . Subject to the
provisions of Subparagraph f of
Paragraph 7 of Subdivision D of
Article FIVE hereof and the provisions
of Subdivision F of Article NINE
hereof, I authorize my Executors
and also my Trustees, in their
absolute discretion, with respect
to any property, real or personal,
left by me or at any time held
or acquired by my Executors or
Trustees (including accumulated
income), and without authorization
by any court and in addition to
all powers granted to my Executors
and Trustees by law:
1. To retain the same for such
periods of time as they shall
deem advisable without any liability
therefore;
2. To sell, exchange or otherwise
dispose of the same at such times,
in such manner, for cash or on
credit, and upon such terms and
conditions, as they shall deem
advisable;
3. To hold all or any part uninvested
for such periods of time as they
shall deem advisable;
4. To acquire by purchase or
otherwise, and retain so long
as may seem advisable, any kind
of real or personal property,
or undivided interests therein,
including, but not limited to,
such common or preferred stocks,
unsecured obligations, interests
in investment companies or investment
trusts, interests in discretionary
common trust funds, maintained
by any corporate fiduciary, whether
acting as an Executor or Trustee
hereunder or not, and securities,
foreign or domestic, or to hold
cash uninvested, as may seem advisable,
all without diversification as
to kind or amount and without
being limited to investments authorized
by law for the investment of trust
funds, it being my intention to
give the same power of investment
and reinvestment in real and personal
property which I might myself
possess and exercise as absolute
owner of such property;
5. To make such purchases or
exchanges at such time, in such
manner and upon such terms and
conditions as they seem advisable;
6. To manage, maintain, improve,
lease (for any term whether or
not extending beyond the term
of the trusts created by this
Will or the term fixed by any
law), mortgage, partition or otherwise
dispose of any real or personal
property or any interest therein,
to make repairs and alterations
in any buildings now or hereafter
located on any such property or
to demolish the same, and to construct
new buildings, all in such manner
and upon such terms and conditions
as they shall deem advisable;
7. To foreclose mortgages and
bid on property under foreclosure
or to take title to property by
conveyance in lieu of foreclosure,
either with or without payment
of consideration; and to continue
mortgage investments after maturity,
either with or without renewal
or extension, upon such terms
and conditions as they shall deem
advisable; to consent to the modification,
renewal or extension of any note,
whether or not secured, or any
bond or mortgage, or of any term
or provision thereof, or of any
guarantee thereof, or to the release
of such guarantee; to release
obligors on bonds secured by mortgages
or to refrain from instituting
suits or actions against such
obligors for deficiencies; to
use such part of the property
held under this Will as they shall
deem advisable for the protection
of any investment in real property
or in any mortgage on real property;
8. To abandon any property,
real or personal, which they shall
deem to be worthless or not of
sufficient value to warrant keeping
or protecting; to abstain from
the payment of taxes. water rents,
assessments, repairs, maintenance
and upkeep of any such property;
to permit any such property to
be lost by tax sale or other proceedings,
or to convey any such property
for a nominal consideration or
without consideration.
9. To exercise or dispose of
any or all options, privileges,
or rights, whether to vote, by
discretionary proxy or otherwise,
or to assent, subscribe or convert,
or of any other nature; or to
become a party to, or deposit
securities or other property under,
or accept securities issued under,
any voting trust agreement;
10. To assent to or participate
in any reorganization, readjustment,
recapitalization, consolidation,
merger, dissolution, sale or purchase
of assets, lease, mortgage, contract
or other action or proceeding
by any corporation; to deposit
securities or other property under,
or become a party to, any agreement
or plan for any such action or
proceeding or for the protection
of holders of securities; to subscribe
to new securities issued pursuant
to any such action or proceeding;
to delegate discretionary powers
to any reorganization, protective
or similar committee; to exchange
any property for any other property
in connection with any of the
foregoing; and to pay any assessments
or other expenses in connection
with any of the foregoing;
11. To carry on any business
or partnership owned by me for
such period of time as they shall
deem advisable, or to sell or
liquidate the same;
12. To adjust, compromise and
settle or refer to arbitration
any claim in favor of or against
my estate or any trust created
by this Will, and to institute,
prosecute or defend such legal
proceedings as they shall deem
advisable;
13. To borrow money from themselves
or from any other party, whether
for the purpose of raising funds
to pay taxes or otherwise, and
to give or not to give security
therefor, all upon such terms
and for such periods as they shall
deem advisable;
14. To make any loans, either
secured or unsecured, in such
amounts, upon such terms and to
such persons (including any beneficiary
of any trust created herein),
trusts, partnerships, corporations
or other entities as they may
determine;
15. To employ and to pay the
compensation of such agents, accountants,
custodians, experts and counsel,
legal or investment, as they shall
deem advisable and to delegate
discretionary powers to, and rely
upon information or advice furnished
by such agents, accountants, custodians,
experts, or counsel, provided,
however, that if a bank or trust
company shall be acting as an
Executor or Trustee hereunder,
no payment shall be made to such
bank or trust company for its
custodian or investment counsel
services;
16. To pay any and all expenses,
costs, fees, taxes, penalties
or other charges, including the
reasonable travel and similar
expenses incurred by my Executors
and my Trustees in connection
with their duties in administering
my estate and any trust created
herein;
17. To set up reserves for taxes,
assessments, insurance, repairs,
depreciation, obsolescence and
general maintenance on any buildings
or other property held by them
out of rents, profits or other
income received on such buildings
or other property;
18. To hold property in their
names as Executors or Trustees
or, to the extent permitted by
law, in their names without designation
of any fiduciary capacity or in
the name of a nominee or unregistered
or in such form as will pass by
delivery;
19. To form such corporations
or partnerships as they shall
deem advisable in connection with
the administration or distribution
of my estate or any trust, part,
fund or share thereof, and to
transfer to any such corporation
or partnership such property as
they shall deem advisable;
20. To drill, test, explore,
mine, develop and otherwise exploit
any oil, gas, mineral or other
interests of any kind in natural
resources (including interests
commonly known as working interests
in oil, gas or any other mineral),
and to enter into pooling, unitization,
repressurization and any other
type of agreements relating to
the development, operation and
conservation of mineral properties,
which, in their discretion, is
for the best interests of my estate
or of any trust created hereunder;
21. To enter into contracts
or grant options at such times,
in such manner and upon such terms
and conditions as they shall deem
advisable, in connection with
the exercise of any of the rights,
powers, duties, authority and
privileges given to them by this
Will;
22. To make any payment or distribution
required or authorized under this
Will either wholly or partly in
kind and to cause any share to
be composed of cash, property
or undivided fractional interests
in property different in kind
from any other share, pro rata
or non pro rata, without regard
to differences in the tax bases
of any such property;
23. To continue to operate or
participate in the operation of
any business in which I shall
have been engaged, retaining my
interest in any such business,
as sole proprietor, majority stockholder,
general or limited partner or
otherwise, as long as may seem
advisable, and without liability
for any loss suffered by reason
of the continued operation of
any such business;
24. To comply with all the terms
and provisions of every real estate
partnership and joint venture
agreement to which I may be a
party at the time of my death
and which evidences any interest
which shall become a part of my
estate or of the principal of
any trust herein created; to succeed
me as a member of any such partnership
or joint venture, and in connection
therewith to execute any consents
and to take such other action
as in their absolute discretion
may seem advisable;
25. To the extent necessary
to preserve the value of the interest
of my estate or of any trust in
any partnership in which I shall
have been a participant or to
maintain my proportionate interest
in any such partnership, to make
such loans to or further investments
in any such partnership, upon
such terms as may seem advisable,
without liability for any loss
suffered;
26. To pay any and all expenses,
costs, fees, taxes, penalties
or other charges (including the
commissions of my Executors and
Trustees) and to charge the same
against principal or income. or
partly against the principal and
partly against the income of the
whole or any part of my estate
or of any of the trusts, parts,
funds or shares created by this
Will, except as otherwise expressly
provided in Article EIGHTEEN hereof
with reference to estate, transfer,
succession or other inheritance
taxes; and
27. Generally, to exercise all
such rights and powers, and to
do all such acts, and to enter
into all such agreements, as persons
owning similar property in their
own right might lawfully exercise.
do or enter into.
B. In any case in which my Executors
or Trustees are required or permitted
to divide my estate or any part
thereof into trusts, parts, funds
or shares, they shall not be required
physically to divide any of the
investments or other property
held hereunder but may assign
undivided interests therein to
the various trusts, parts, funds
or shares.
C. No person dealing with my
Executors or Trustees shall be
bound to see to the application
or disposition of cash or other
property transferred to my Executors
or Trustees, or to inquire into
the authority for or propriety
of any action by my Executors
or Trustees.
D. I authorize my Executors,
in their absolute discretion,
to allocate any portion of my
exemption under Section 2631 (a)
of the Code to any property as
to which I am the transferor within
the meaning of Chapter 13 of the
Code, including any property transferred
by me during life as to which
I did not make an allocation prior
to my death.
E. In connection with valuing
my estate for federal estate tax
purposes, I authorize my Executors
to value my estate as of the date
of my death or as of such other
date as may be permitted by any
alternative method of valuation
available under the provisions
of the Code, whichever they reasonably
believe, at the time of filing
the federal estate tax return
for my estate, will result in
the lowest federal estate tax
liability for my estate. Where
deductions can be taken, at the
option of my Executors, either
as income tax deductions or as
estate tax deductions, I authorize
my Executors to make the election
which they reasonably believe
may result in the lowest possible
federal tax liability for my estate
on an overall basis. However,
I authorize (but do not direct)
my Executors to make an equitable
adjustment between the income
and principal accounts to eliminate
any detriment to either account
which may be sustained by reason
of their election with respect
to any such deduction.
FOURTEEN: A. Dividends, interest,
rents, royalties and other similar
payments, received in cash by
my Executors or Trustees, as the
case may be, shall normally be
dealt with as income, whether
such payments were ordinary or
extraordinary and whether or not
they were in the nature of liquidating
payments or payments on mining
stocks or other assets of a wasting
nature (and irrespective of any
statement any corporation, other
organization or person declaring
or making such payments may make
with reference thereto), and whether
or not the investments to which
such payments relate shall have
been purchased at a premium and
irrespective of the character
of the assets or accounts out
of which they were paid or the
time when they accrued or accumulated
or were earned, declared or payable,
or the time for the determination
of the persons entitled thereto,
but my Executors or my Trustees,
as the case may be, are authorized,
in their absolute discretion,
to allocate the whole or any part
of such payments to principal
if they shall deem such action
advisable for any reason.
B. Dividends paid in, or distributions
of, or rights to subscribe to
(i) securities, whether or not
of the same class or issuer and
without regard to the rate or
percentage thereof or the characterization
or accounting treatment thereof
by the issuer, or (ii) other property
(excluding cash) shall normally
be dealt with as principal, but
my Executors or my Trustees, as
the case may be, are authorized,
in their absolute discretion,
to allocate to income the whole
or any part of any such dividends,
distributions or rights if they
shall deem such action advisable
for any reason.
C. The proceeds from the sale,
redemption, or other disposition
(whether at a profit or loss)
of, and any securities or other
property received (whether in
a merger, reorganization, consolidation
or otherwise) in exchange for,
any property constituting principal
(including mortgages and real
estate acquired through foreclosure
of mortgages or otherwise), shall
normally be dealt with as principal,
but my Executors or my Trustees,
as the case may be, are authorized,
in their absolute discretion,
to allocate to income a portion
of any such proceeds, securities
or other property if the property
disposed of produced no current
income or produced current income
at a rate which, in their opinion,
was substantially less than an
appropriate rate for trust investments
under the circumstances then prevailing.
D. No part of any income received
by my Executors or Trustees, as
the case may be, shall be deemed
to be principal by reason of the
fact that such income was earned
or accrued or, in the case of
dividends, such dividends were
declared prior to the time of
death. All such income shall be
held and disposed of in all respects
as though earned and accrued during
the period of administration of
my estate.
E. Neither the preceding provisions
of this Article nor any other
provision of this Will shall be
deemed to authorize any act by
my Executors or Trustees which
may be a violation of any law
prohibiting the accumulation of
income.
FIFTEEN: A. My Executors may,
at any time and from time to time,
render an account of their transactions
as Executors with respect to my
estate to the Trustees of the
DORIS DUKE CHARITABLE FOUNDATION.
B. The Trustees of any trust
may, at any time and from time
to time, render an account of
their transactions as Trustees
with respect to such trust to
the Recipient of such trust and
to the DORIS DUKE CHARITABLE FOUNDATION.
C. Such designated person or
persons and the DORIS DUKE CHARITABLE
FOUNDATION shall have full power
to settle finally any such account
and on the basis of such account
to release the Executors, individually
and as Executors, or the Trustees,
individually and as Trustees,
as the case may be, from all liability,
responsibility or accountability
for their acts or omissions as
Executors or Trustees, as the
case may be. In the event that
any one or more of such designated
persons shall be an infant or
under other legal disability,
then his or her guardian or committee
in any jurisdiction or, in the
case of an infant without a guardian,
his or her parents or either of
them shall have full power to
act with respect to any such settlement
and release. Any such settlement
and release shall be binding and
shall have the force and effect
of a final decree, judgment or
order of a court of competent
jurisdiction rendered in an appropriate
action or proceeding for the settlement
of such an account in which jurisdiction
was obtained of all necessary
and proper parties.
D. The foregoing provisions
shall not preclude the Executors
and Trustees from having their
accounts judicially settled if
they shall so desire.
SIXTEEN: A. No disposition,
charge or encumbrance on the income
or principal of any trust, or
any part thereof, by any beneficiary
under this Will by way of anticipation
shall be valid or in any way binding
upon my Trustees, and no beneficiary
shall have the right to assign,
transfer, encumber or otherwise
dispose of such income or principal,
or any part thereof, until the
same shall be paid to such beneficiary
by my Trustees, and no income
or principal or any part thereof
shall in any way be liable to
any claim of any creditor of any
such beneficiary.
B. Unless the context otherwise
requires, words in the singular
number include the plural, words
in the plural number include the
singular, words of the masculine
gender include the feminine and
words of the feminine gender include
the masculine.
C. It is my wish that all legacies
under this Will shall be satisfied
by my Executors as soon as may
be practicable after my death,
but 1 direct that the legacies
under Subdivisions A and B of
article FIVE hereof shall bear
interest if not paid within the
time specified by law and my Executors
shall not be required to take
any discount on account of the
early payment of any legacy.
D. Notwithstanding any provision
of this Will to the contrary,
no separate trust, nor any share
or portion thereof, shall be held
in trust for longer than, nor
shall any estate or trust created
by the exercise of any limited
power of appointment hereunder
terminate later than twenty-one
(21) years after the date of death
of the last survivor of a group
consisting of the descendants
of my grandfather, Washington
Duke, who are living at the date
of my death, all natural persons
who are mentioned by name in this
Will, and all descendants of all
such persons who are living at
the date of my death. If at the
expiration of such period, any
separate trust, or any share or
portion thereof, is still held
in trust, or any estate has not
terminated, the Trustees shall
cease to accumulate the net income
thereof, and such separate trust,
or share or portion thereof, or
such estate, shall vest in and
immediately be distributed to
the beneficiary of said income,
or if there shall be more than
one (l) such beneficiary, then
to all such beneficiaries in equal
shares; provided, however, that
no trust or estate shall terminate
pursuant to the provisions of
this Subdivision D, if such trust
or estate would otherwise be legally
valid without the application
of the provisions of this Subdivision
D.
SEVENTEEN: In the event that
any beneficiary under this Will
and I or any other person upon
whose death such beneficiary shall
become entitled to receive either
income or principal hereunder
shall die in a common accident
or disaster or under such circumstances
that it is difficult or impracticable
to determine who survived the
other, then I direct that for
the purposes of this Will such
beneficiary shall be deemed to
have predeceased me or such other
person, as the case may be.
EIGHTEEN: A. I direct that all
estate, transfer, succession or
other inheritance taxes including
the supplemental estate tax on
certain qualified benefits, or
any interest or penalty thereon
imposed by the United States or
any state thereof or any foreign
country or any subdivision thereof,
insofar as such taxes and interest
and penalty are imposed with respect
to any property or interest passing
under this Will, shall be paid
out of my entire residuary estate
and treated as an expense of administration.
All such taxes, interest or penalty
imposed with respect to any other
property shall be apportioned
against and paid out of such property.
B. My Executors may compromise
any death taxes, including, without
limitation, any such taxes the
assessment, computation or payment
of which may be required by law
to be delayed or postponed, and
may pay any such compromised tax
at any time without notice to
or the consent of and without
liability to any person who may
be or become a beneficiary under
this Will, whether or not any
such person shall be a minor or
under any other legal disability
or not in being.
NINETEEN: If any legatee, devisee
or beneficiary under this Will
shall in any way directly or indirectly
contest or object to the probate
of this Will, or dispute any clause
or provision hereof, or exercise
or attempt to exercise any right
of election or other right to
take any part or share of my estate
against the provisions of this
Will, or institute or prosecute,
or be in any way directly or indirectly
interested in or instrumental
in the institution or prosecution
of, any action, proceeding, contest
or objection, or give any notice
for the purpose of setting aside
or invalidating this Will, or
any clause or provision hereof,
then and in each such case all
provisions for such legatee, devisee
or beneficiary above contained
in this Will or any other benefit
to which such legatee, devisee
or beneficiary might become entitled
including, without limitation,
any benefit which may pass pursuant
to the rules governing intestate
succession, shall be wholly void
and ineffectual, and my estate
shall be disposed of in like manner
as though such legatee, devisee
or beneficiary, if an individual,
had predeceased me or, if a corporation
or other entity, had ceased to
exist prior to my death.
TWENTY: In any judicial proceeding
relating to this Will, my estate
or any trust or other fund created
hereunder, where a party to the
proceeding has the same interest
as a person under a disability,
it shall not be necessary to serve
the person under the disability.
TWENTY-ONE: As indicated in
Article SEVEN, it is my intention
that Chandi Heffner not be deemed
to be my child for purposes of
disposing of property under this
my Will (or any Codicil thereto).
Furthermore, it is not my intention,
nor do I believe that it was ever
my father's intention, that Chandi
Heffner be deemed to be a child
or lineal descendant of mine for
purposes of disposing of the trust
estate of the May 2, 1917 trust
which my father established for
my benefit or the Doris Duke Trust,
dated December 11, 1924, which
my father established for the
benefit of me, certain other members
of the Duke family and ultimately
for charity.
I am extremely troubled by the
realization that Chandi Heffner
may use my 1988 adoption of her
(when she was 35 years old) to
attempt to benefit financially
under the terms of either of the
trusts created by my father. After
giving the matter prolonged and
serious consideration, I am convinced
that I should not have adopted
Chandi Heffner. I have come to
the realization that her primary
motive was financial gain. I firmly
believe that, like me, my father
would not have wanted her to have
benefited under the trusts which
he created, and similarly, I do
not wish her to benefit from my
estate. Accordingly, I specifically
authorize and direct my Executors
to steadfastly take any and all
actions and to expend such funds
as my Executors in their sole
discretion deem appropriate in
order to prove the validity of
this my Will for the purpose of
having it admitted to probate.
I also specifically authorize
and direct my Executors to steadfastly
take any and all actions and to
expend such funds as my Executors
in their sole discretion shall
deem advisable in order to prove
the effective exercise of the
power of appointment described
in Article SEVEN of this my Will
over the principal and income
of.the trust created by my father,
J.B. Duke, as Grantor and Trustee,
dated May 2, 1917.
IN WITNESS WHEREOF, I have hereunto
set my hand and affix my seal
to this my Last Will and Testament
on this 5th day of April, 1993.
Doris Duke (seal)
On the date last above written,
the Testatrix, Doris Duke, declared
to us, the undersigned, that the
foregoing instrument was her Last
Will and Testament, and requested
us to act as witnesses to it.
The Testatrix thereupon signed
this Will in our presence, all
of us being present at the same
time, and we now, at the Testatrix's
request, in the Testatrix's presence,
and in the presence of each other,
subscribe our names as witnesses.
Each of us observed the signing
of this Will by the Testatrix
and by each other subscribing
witness and knows that each signature
is the true signature of the person
whose name was signed. Each of
us is now more than eighteen (18)
years of age and a competent witness
and resides at the address set
forth after our name.
We are acquainted with the Testatrix.
At this time, the Testatrix is
over the age of eighteen (18)
years, and to the best of our
knowledge, is of sound mind and
is not acting under duress, menace,
fraud, misrepresentation or undue
influence.
We declare under penalty of
perjury that the foregoing is
true and correct, and that this
declaration was executed at Los
Angeles, California, this 5th
day of April, 1993.
/s/CHARLES KIVOWITX residing
at 630 Warner Ave, Los Angeles
CA 90029
/s/JEROLD FEDERMANRI residing
at 530 Loring Ave., Los Angeles
CA 90024
/s/LIDIA RIVES residing at 12420
Archwood St #5, North Hollywood,
CA 91606
/s/MARGARET UNDERWOOD residing
at 1969 S. Beverly Glen #102,
Los Angeles CA 90025
STATE OF CALIFORNIA )
: ss.
COUNTY OF LOS ANGELES )
I, DORIS DUKE, the testatrix,
sign my name to this instrument
this 5th day of April, 1993, and
being first duly sworn, do hereby
declare to the undersigned authority
that I sign and execute this instrument
as my Last Will and Testament,
and that I sign it willingly,
that I execute it as my free and
voluntary act for the purposes
therein expressed, and that I
am 18 years of age or older, of
sound mind and under no constraint
or undue influence.
/s/Doris Duke Each of the undersigned,
individually and severally being
duly sworn, deposes and says:
The within Will was subscribed
in our presence and sight at the
end thereof by Doris Duke, the
within-named Testatrix, on the
5th day of April, 1993, at Cedars-
Sinai Hospital, in the City and
County of Los Angeles, State of
California.
Said Testatrix at the time of
making such subscription declared
the instrument so subscribed to
be her Last Will and Testament.
Each of the undersigned thereupon
signed his or her name as a witness
at the end of said Will at the
request of said Testatrix and
in her presence and sight and
in the presence and sight of each
other.
Said Testatrix was, at the time
of so executing said Will, over
the age of 18 years and, in the
respective opinions of the undersigned,
of sound mind, memory and understanding
and not under any restraint or
in any respect incompetent to
make a will.
The Testatrix, in the respective
opinions of the undersigned, could
read, write and converse in the
English language and was suffering
from no defect of sight, hearing
or speech or from any other physical
or mental impairment which would
affect her capacity to make a
valid will. The will was executed
as a single, original instrument
and was not executed in counterparts.
Each of the undersigned was
acquainted with said Testatrix
at said time and makes this affidavit
at her request.
The within Will was shown to
the undersigned at the time this
affidavit was made, and was examined
by each of them as to the signature
of said Testatrix and of the undersigned.
The foregoing instrument was
executed by the Testatrix and
witnessed by each of the undersigned
affiants under the supervision
of Michael E.S. McCarthy, attorney-at-law.