TRUST AGREEMENT BETWEEN JOHN DOE of Wilmington, Delaware, Grantor, and RBC TRUST COMPANY (DELAWARE) LIMITED a Delaware Corporation, Trustee

Transcription

1 [Irrevocable Dynasty Trust] TRUST AGREEMENT BETWEEN JOHN DOE of Wilmington, Delaware, Grantor, and RBC TRUST COMPANY (DELAWARE) LIMITED a Delaware Corporation, Trustee ARTICLE I - Property and Definitions A. The Trustee acknowledges receipt of the property listed on Schedule A attached hereto and agrees to hold it in accordance with the provisions of this Agreement. B. In this trust agreement: "Grantor" hereinafter refers to said John Doe. 2. "Child" or "children" mean descendants in the first degree only, and the word "issue" means descendants in the first, second, or a other degree, in each case meaning lawful descendants, whether by blood or by adoption. 3. "Code" means the federal Internal Revenue Code of 1986 as from time to time amended. Any reference to a specific chapter, subchapter or section of the Code means the corresponding provisions of any amendment of the Code. 4. "Eligible spouse" means a spouse who (a) at the time a separate trust hereunder is to be apportioned into shares is lawfully married to a beneficiary hereunder who is issue of the Grantor and is either living with such beneficiary or such beneficiary or spouse resides in a medical or psychiatric care facility and was, at the time such beneficiary or spouse was required to move to such facility, living with such beneficiary or (b) at the time he or she is to receive a distribution hereunder is lawfully married to a beneficiary hereunder who is issue of the Grantor and is either living with such beneficiary or such beneficiary or spouse resides in a medical or psychiatric care facility and was, at the time such beneficiary or spouse was required to move to such facility, living with such beneficiary or (c) at the time of such beneficiary's death was lawfully married to such beneficiary and has not since remarried and at the time of such beneficiary's death was either living with such beneficiary or such beneficiary or spouse resided in a medical or psychiatric care facility and was, at the time such beneficiary or spouse was required to move to such facility, living with such beneficiary. If a spouse becomes an eligible spouse by reason of clause (a) above, such spouse will cease to be an eligible spouse if an event occurs which, under clause (b) above, would have prevented such spouse from becoming an eligible spouse if the event had occurred before the spouse became an eligible spouse. Page 1

2 5. "Executor" means the one or more executors, administrators, or personal representatives of an estate then serving and includes an executor of either gender. 6. "Exempt trust" means a separate trust hereunder which has an inclusion ratio, for purposes of the GST tax, of zero. 7. "Grandchild" means a child of a child of the Grantor. 8. "GST tax" means the generation-skipping transfer tax under the Code. 9. "Ineligibility" of an eligible spouse means the occurrence of an event which, under clause (b) of the definition of "eligible spouse" above, would have prevented a spouse from becoming an eligible spouse if the event had occurred before the spouse became an eligible spouse. 10. "Legal representative" means (a) the one or more legally appointed guardians, conservators or similar fiduciaries of a living person then serving, (b) if there is then no representative described in clause (a), an attorney-in-fact of a living person if the power of attorney authorizes such attorney-in-fact to exercise a right conferred hereunder, or (c) if there is then no representative described in clauses (a) or (b), the parent of a minor to the extent that the laws of the state in which the minor resides, without requiring a judicial proceeding, give the parent powers over the property of the minor substantially equivalent to those of a representative described in clause (a). 11. "Non-exempt trust" means a separate trust hereunder which has an inclusion ratio for purposes of the GST tax, of one. 12. "Paired trusts" means an exempt trust and the one or more non-exempt trusts which have the same beneficiaries and, except as provided in Article VI, Paragraph C, the same beneficial interests. 13. "Parent" means a beneficiary hereunder who is issue of the Grantor and the father or mother of a beneficiary hereunder. 14. "Permitted Purpose" means the health, education, support or maintenance of a person, including without limitation (a) the purchase or establishment by a beneficiary hereunder of an interest in a business or professional practice in which such beneficiary will be employed on a substantially full-time basis for a reasonable period of time after such purchase or establishment and (b) Page 2

3 the purchase, retention, maintenance, operation, repair or improvement of any single family residence occupied or to be occupied by a beneficiary hereunder as his or her principal residence. "Permitted Purpose" shall not include the discharge of a legal obligation of the Grantor or the Grantor's spouse. 15. "Trustee" means the one or more persons or entities then serving in the office of Trustee of a separate trust hereunder. ARTICLE II - Initial Apportionment The Trustee shall apportion the trust property into equal shares, one for each of the following living children of the Donor: Each such share shall be administered in accordance with the provisions of Article III below. ARTICLE III - Separate Trusts A. Each share apportioned for a beneficiary hereunder (the "Primary Beneficiary" in this Article) shall be administered in accordance with this Article. B. At least as often as semi-annually, the Trustee shall add the net income to the principal. The Trustee may pay to or apply for the benefit of the Primary Beneficiary, while the Primary Beneficiary is living, the then living issue of the Primary Beneficiary and the then living eligible spouses of the Primary Beneficiary, the Primary Beneficiary's parent and the Primary Beneficiary's issue so much or all of the principal as the Trustee deems necessary in its discretion for a Permitted Purpose, taking into account all resources available to such beneficiaries, without having to observe any rule or precept of equality of enjoyment among them. If a conflict arises or may arise between the needs of one or more beneficiaries hereunder from different generations of the Grantor's descendants, its is the Grantor's wish (but not direction) that members of older generations of descendants and their eligible spouses be granted preference. C. On the first to occur of the death of the Primary Beneficiary and the death or ineligibility of both the eligible spouses of the Primary Beneficiary and the Primary Beneficiary's parent, the then remaining principal shall be apportioned in equal shares, (1) one for each then living child of the Primary Beneficiary, (2) one for each deceased child of the Primary Beneficiary whose eligible spouse but not issue is then living and (3) one for each deceased child of the Primary Beneficiary with issue then living, whether or not such deceased child's Page 3

4 eligible spouse is then living. Each share apportioned under clause (1) above shall be administered in accordance with the provisions of this Article, said living child becoming the Primary Beneficiary. Each share apportioned under clause (2) above shall be administered in accordance with the provisions of this Article, said deceased child becoming the Primary Beneficiary. Each share apportioned under clause (3) above shall be further apportioned into shares for the living issue of said deceased child by right of representation; each such share shall be administered in accordance with the provisions of this Article, the person for whom the share was apportioned becoming the Primary Beneficiary. D. On the first to occur of the death of the Primary Beneficiary and the death or ineligibility of both the eligible spouses of the Primary Beneficiary and the Primary Beneficiary's parent, if no issue of the Primary Beneficiary or eligible spouse of such issue is then living, the then remaining principal shall be apportioned in equal shares (1) one for each then living brother and sister of the Primary Beneficiary, (2) one for each deceased brother and sister of the Primary Beneficiary whose eligible spouse but not issue is then living and (3) one for each such deceased brother and sister with issue then living, whether or not such deceased brother's or sister's eligible spouse is then living. Each share apportioned under clause (1) above shall be administered in accordance with this Article, said brother or sister becoming the Primary Beneficiary. Each share apportioned under clause (2) above shall be administered in accordance with the provisions of this article, said deceased brother or sister becoming the Primary Beneficiary. Each share apportioned under clause (3) above shall be further apportioned in shares for the living issue of said brother or sister by right of representation; each such share shall be administered in accordance with the provisions of this Article, the person for whom the share was apportioned becoming the Primary Beneficiary. E. On the first to occur of the death of the Primary Beneficiary and the death or ineligibility of both the eligible spouses of the Primary Beneficiary and the Primary Beneficiary's parent, if neither issue of the Primary Beneficiary, an eligible spouse of a deceased child of the Primary Beneficiary, a brother or sister of the Primary Beneficiary, an eligible spouse of a deceased brother or sister of the Primary Beneficiary nor issue of a deceased brother or sister of the Primary Beneficiary is then living, the then remaining principal shall be apportioned in shares for the then living issue of the child of the Grantor of whom the Primary Beneficiary is a descendant by right of representation and, if there are no such issue then living, in shares for the then living issue of the Grantor by right of representation. Each such share shall be administered in accordance with the provisions of this article, the person for whom the share was apportioned becoming the Primary Beneficiary. ARTICLE IV - Ultimate Disposition Page 4

5 At the time when neither any issue of the Grantor nor an eligible spouse of such issue is then living, the Trustee shall distribute the then remaining principal to the following charitable organizations in equal shares: If, at the time of such distribution, any such organization is not described in Sections 170(a), 2055(a) and 2522(a) of the Code or future corresponding provisions of the Code or any successor to the Code, the Trustee shall instead distribute the amount of such organization's distribution to such one or more charitable organizations as are then described in said sections and in such proportions as the Trustee, in its uncontrolled discretion, deems advisable. ARTICLE V - General Provisions A. Additions to the principal of this trust shall be subject to the following: 1. The Trustee may, in its uncontrolled discretion as it deems advisable, agree to any condition upon the transfer of any such addition and may reject or disclaim any such transfer. 2. If the language of transfer of any such addition does not clearly identify the separate trust hereunder to the principal of which such addition is to be made, the addition shall be apportioned and administered pursuant to Article II above, each child of the Grantor being deemed to be then living. If such child, any issue of such child or eligible spouses of such deceased child (if, notwithstanding the next preceding sentence, such child is deceased) and issue are not then living, the share of the addition apportioned for such child shall thereupon be reapportioned pursuant to Article III above as many times as are necessary to take into account that such child, one or more issue of such child and eligible spouses of such child and issue are not then living. Subject to Article VI below, each apportioned share of such addition shall be added to the separate trust hereunder the Primary Beneficiary of which is the same person for whom the share of such addition was apportioned. B. At any time, the Trustee, in its uncontrolled discretion, may, by written notice to each beneficiary of a separate trust hereunder entitled to an accounting under Article XII below, combine such trust into a single trust with one or more other such trusts which have the same beneficiaries and beneficial interests. C. At any time, the Trustee, in its uncontrolled discretion, may, by written notice to each beneficiary of a separate trust hereunder entitled to an accounting under Article XII below, Page 5

6 divide such trust into two separate trusts, each to be administered in accordance with the provisions hereof applicable to the trust being divided. For purposes of the GST tax, the property retained in the trust being divided shall have an inclusion ratio of zero and the property of the second trust shall have an inclusion ratio of one. The Trustee may take any action with respect to either trust which is different from that taken with respect to the other trust. D. The interest of any beneficiary in either the income or principal of a trust hereunder shall not be alienated, anticipated or in any other manner assigned or transferred by such beneficiary. Such interest shall be free from interference or control by and exempt from execution, attachment, distress for rent and other legal or equitable process which may be instituted by or on behalf of any creditor, assignee or spouse of such beneficiary. Notwithstanding the foregoing, any beneficiary (or, in the case of a beneficiary who dies prior to receiving property required to be distributed hereunder, such beneficiary's executor) may take an action described in Paragraph I below. E. Whenever a beneficiary is entitled to a payment of income or principal from the trust (whether or not discretionary) and the beneficiary is a minor or is ill or is away, or because of other circumstances it is impractical or undesirable, in the Trustee's opinion, to make such payment directly to the beneficiary, the Trustee in its discretion may apply such payment for the beneficiary's benefit in such manner as the Trustee thinks best for the beneficiary and regardless of the beneficiary's other resources. Such application for the beneficiary's benefit may be made directly or through a guardian or member of the beneficiary's family. Any such payment of income or principal, including amounts in excess of $5,000, may be made (1) directly to the beneficiary even though the beneficiary is a minor or is incapacitated or (2) to a custodian for the beneficiary, if the beneficiary is a minor, under any applicable Uniform Gifts or Transfers to Minors Act. The receipt of the payee with respect to each payment made in any of the foregoing ways shall be a sufficient discharge of the Trustee so that Trustee need not see to the further application thereof. F. The receipt by a payee with respect to each payment of principal or income of the trust to such payee made in any manner specified in this instrument shall be a full discharge of the Trustee who shall not in any event be responsible for the subsequent application of any such payment. G. Any trust principal distributable (other than in the Trustee's discretion) to a beneficiary who is then the sole beneficiary of another trust hereunder shall not be distributed outright to the beneficiary but instead shall be added to the principal of the beneficiary's other trust hereunder and be administered as a part thereof, unless the beneficiary then has the right to withdraw all the principal of such other trust. Page 6

7 H. Whenever the principal of the trust or of a separate trust share is to be apportioned or distributed hereunder, any net income of the trust or of such separate share which has not been added to principal and is then undistributed shall be apportioned or distributed in the same manner as such principal. I. At any time, the holder of a beneficial interest, power or right hereunder or the legal representative of such person may release or disclaim and/or renounce the holder's interest, power or right in whole or in part in any manner permitted by law, by a "transfer" complying with Section 2518(c)(3) if the Code or by giving the Trustee written notice, executed by the holder and acknowledged before a notary public. 1. If such notice describes the action taken as a disclaimer and/or renunciation (and not as a release) and it is effective when permitted by Section 2518 of the Code, its effective date shall be the earlier date, if any, when he beneficial interest, power or right vested irrevocably in the holder. Once any distribution of property in respect of a beneficial interest has been accepted or a power or right has been exercised (other than a disclaimer thereof), such disclaimer and/or renunciation shall be treated as through it were a release. 2. Except as otherwise expressly provided herein, to the extent a release or disclaimer and/or renunciation is effective, the beneficial interest, power or right subject thereto shall be treated as if the holder thereof had died on the effective date of such release or disclaimer and/or renunciation. J. Whenever the property of a trust hereunder is apportioned into shares pursuant to Article III above and such property includes a promissory note due to such trust which is the obligation of a beneficiary if one or more of such shares, the value of such note shall be its then unpaid principal balance plus accrued interest, if any, and, to the extent possible, such note shall be allocated to the shares if which such beneficiary is a beneficiary. ARTICLE VI - Generation Skipping Transfer Tax A. Any addition to the principal of a trust hereunder described in Subparagraph A2 of Article V above and any addition to the principal of a trust hereunder the language of transfer with respect to which does not specify the trust between or among paired trusts to which such addition is to be made shall be apportioned as follows: 1. On the effective date of such addition, the Trustee shall apportion for the exempt trust a fraction of such addition (as finally determined for federal estate or gift tax purposes) and the numerator of which is the maximum Page 7

8 value which can be allocated to such trust without causing the inclusion ratio of such trust for GST tax purposes to become other than zero and the inclusion ratio of the nonexempt trusts to become other than one for GST tax purposes and add such fraction to the exempt trust. 2. The Trustee shall apportion the remaining fraction, if any, for and add such fraction to the non-exempt trusts. B. Except as expressly otherwise provided in this agreement: 1. The Trustee, to the extent it deems it advisable in its uncontrolled discretion, may make discretionary distributions from the non-exempt trusts of paired trusts to beneficiaries who are "non-skip persons" within the meaning of Section 2613(b) of the Code rather than making such distributions from the exempt trust of such paired trusts; and 2. The Trustee, to the extent it deems it advisable in its uncontrolled discretion, may make discretionary distributions from the exempt trust of paired trusts to beneficiaries who are "skip persons" within the meaning of Section 2613(b) of the Code rather than making such distributions from the non-exempt trust of such paired trusts. C. At any time or times, if making property of a trust subject to estate taxes rather than GST taxes will substantially reduce transfer taxes or income taxes otherwise payable, the Trustee may, in its uncontrolled discretion, in the manner prescribed in Article V, Paragraph C above: 1. Create for any beneficiary a testamentary general power of appointment within the meaning of Section 2041 of the Code, containing such terms and conditions as the Trustee may determine; 2. Eliminate or modify such power with respect to part or all of the property subject to such power; and 3. Apportion the principal of such trust into two fractional shares, one consisting of the property subject to such power which would be includable in the gross estate of the holder if he or she died immediately before such apportionment, each share to be held in a separate trust hereunder in accordance with Article V, Paragraph C above except the second sentence thereof. Any addition to the principal of a non-exempt trust which has been split into separate trusts pursuant to subparagraph 3 above shall be apportioned between and allotted to the separate trusts in accordance with said subparagraph. Page 8

9 D. If the Trustee makes a distribution to a beneficiary from a trust hereunder which is a "taxable distribution" within the meaning of section 2612(b) of the Code, a Permitted Purpose may, if the Trustee deems it advisable, include an additional distribution to such beneficiary from such trust in an amount which the Trustee estimates is equal to the GST tax on such taxable distribution. If the Trustee deems a termination of an interest in property of a trust hereunder to be a taxable termination subject to the GST tax, a Permitted Purpose may, if the Trustee deems it advisable, pay the GST tax on such termination from such trust. Article VII - Environmental Hazards A. The Trustee may pay from the property of any trust the costs of inspecting any property which is to be added to such trust to determine whether it contains any hazardous material and the costs of containing or removing such material, whether or not the Trustee accepts such property as an addition to such trust. B. If the condition or operation of property of any trust is in violation of any applicable environmental law or regulation or threatens to violate any such law or regulation, the Trustee may abandon such property or the conduct of the business constituting such property or, with the approval of a court having jurisdiction, distribute the property to the beneficiaries of said trust then entitled to a discretionary payment from the trust. Article VIII - Investments A. The Insurance Adviser shall have the power and authority, in the Insurance Adviser's uncontrolled discretion: (1) From time to time to exercise any rights of the owner of any life insurance policy (other than to change the beneficiary thereof) on the life of the Grantor or the Grantor s spouse or on the lives of both then held hereunder, including without limitation to surrender in whole or in part, to exchange, to convert to a paid-up policy, to allow policy dividends to remain with the issuer, to apply policy dividends in reduction of premiums or to the acquisition of additional insurance, to borrow against cash values and to pledge the policy as security for a loan, (2) From time to time, except as provided in Paragraph B below, to make transfers from one account, sub-account or portfolio under a variable life insurance policy owned by the trust to another such account, sub-account or portfolio. (3) To determine the investment objective of the trust; and to invest and reinvest the trust property in any real Page 9

10 or personal property including, without limitation, shares of one or more of the Funds and one or more life insurance policies on the lives of the Grantor or the Grantor s spouse or both of them, and to retain such investments and the original principal and any addition thereto indefinitely, even though any property retained or the amount of such property would not, except for this express authority, be considered a proper investment for a fiduciary. (4) To employ one or more investment advisers and consult with them or give them discretionary power to manage the investments of the trust in accordance with Subparagraph (3) above, but their compensation and expenses shall not be paid from the trust. (5) To sell at public or private sale, exchange, lease and otherwise dispose of and convey any property of the trust and to execute transfers, assignments, deeds, leases and other instruments of any kind. (6) To execute securities transactions through any broker or dealer, including an affiliate of the Trustee or Insurance Adviser and to open such types of accounts with such broker as the Insurance Adviser deems advisable. (7) To vote directly and give discretionary or other proxies for voting any securities held hereunder, including shares of any investment company of which an affiliate of the Trustee or Insurance Adviser is investment adviser. (8) To join with other security holders in acting through committees, depositories, trustees or otherwise; to participate in any plan or proceeding, including any voting trust plan, for liquidating, protecting, or enforcing any right, obligation or interest arising from any property of the trust, or for reorganizing, consolidating, merging or adjusting the finances of any corporation, to accept in lieu thereof any new or substituted securities, whether of the same or a different kind or class, or with different priorities, rights or privileges, to pay any assessment or expense incident thereto, and to take any action that the Insurance Adviser may deem necessary or advisable in connection therewith. (9) To rent or lease trust property for such periods of time (including ones extending beyond the termination of every trust hereunder) and upon such terms as the Insurance Adviser deems proper; to subdivide and build upon any real property held hereunder. (10) To direct the Trustee to take such nondiscretionary actions, including without limitation the execution of documents, to effectuate the Insurance Adviser's exercise of the aforesaid powers and authority as the Insurance Adviser may specify. B. The Grantor shall have the right exercisable at any time Page 10

11 or times, by written notice to the Insurance Adviser and the Trustee, to assume the power to make the transfers described in Subparagraph A(2) above and to release such power. Such power shall be exercisable only by directions to the Trustee. While the Grantor holds such power, the Grantor shall be a fiduciary hereunder with respect to the exercise of such power and the Grantor shall not be entitled to compensation for his or her services hereunder. C. Each direction to the Trustee pursuant to this Article shall be in writing and in such form as the Trustee may, from time to time, prescribe by written notice to the person giving such direction. Transmission of such direction to the Trustee shall be by such method (among mail, postage prepaid, delivery service, delivery charges prepaid, telephone facsimile and electronic mail), to such addresses and to such telephone numbers as the Trustee may, from time to time, specify by written notice to the person giving such notice. The Trustee shall be fully protected in relying on any such direction from a person purporting to be the Insurance Adviser or Grantor, as the case may be, without further inquiry by the Trustee. D. Upon the execution of this trust agreement, the Grantor shall appoint the initial Insurance Adviser in a writing delivered to such Adviser and to the Trustee. In case of a vacancy in the office of Insurance Adviser of a trust hereunder, the following persons shall have the right to appoint the successor Insurance Adviser: (1) If the Grantor is then living, the Grantor. (2) If the Grantor is not then living, a majority of the beneficiaries of a trust hereunder who are then entitled to receive trust income and the legal representatives of such beneficiaries who have not reached the age of eighteen years or are not of full legal capacity or, if there is no such beneficiary, a majority of the beneficiaries of the trust then eligible to apply for a discretionary payment of trust income or principal and the legal representatives of such beneficiaries who have not reached the age of eighteen years or are not of full legal capacity. In the case of any vacancy in the office of Insurance Adviser not filled as aforesaid within thirty (30) days, the Trustee shall appoint a successor, who may be the Trustee, to fill such vacancy. Each such appointment shall be by written notice delivered to the Trustee and to each person so appointed. No appointment of an Insurance Adviser shall become effective until such Adviser accepts appointment in a writing delivered to the Trustee and the Grantor, if then living. The Grantor shall not serve as Insurance Adviser and the persons named in subparagraphs (1) or (2) shall not appoint the Trustee as Investment Adviser. An Insurance Adviser may resign at any time upon not less than thirty (30) days written notice to the Grantor, if then living, and to the Trustee. After the death of Page 11

12 the Grantor and (if the trust owns an insurance policy on the life of the Grantor's spouse) the Grantor's spouse, the persons named in Subparagraph D(2) of this Article shall have the right, by written notice to the Insurance Adviser and the Trustee, to remove the Insurance Adviser. While no other person is serving as Insurance Adviser, the Trustee shall serve as such. An Insurance Adviser shall be a fiduciary hereunder with respect to the exercise of his, her or its powers and authority hereunder. E. After the Trustee has received written notice from the attending physician of an individual serving as Insurance Adviser that the individual is unable to manage his or her affairs, the Trustee shall serve as Insurance Adviser until the appointment of a successor Insurance Adviser. F. While an Insurance Adviser other than the Trustee is serving, the Trustee shall have no responsibility whatsoever to review or monitor any act or failure to act by the Insurance Adviser or to institute any legal proceeding against the Insurance Adviser for a cause of action arising out of such act or failure to act. To the extent that the preceding sentence may not relieve the Trustee of liability for the purchase, retention or disposition of a contract of life insurance on the life of the Grantor or of the Grantor's spouse or of both, the Trustee, while serving as Insurance Adviser or in its capacity as Trustee subject to the direction of the Insurance Adviser, may acquire or retain such a contract of life insurance without liability for a loss arising from the Trustee's failure to (1) determine whether the contract is or remains a proper investment, (2) investigate the financial strength or changes in the financial strength of the life insurance company, (3) make a determination of whether to exercise any policy option available under the contract, (4) make a determination of whether to diversify such contracts relative to one another or to other assets, if any, administered by the trustee, (5) inquire about changes in the health or financial condition of the insured or insureds relative to any such contract or (6) determine whether the contract is a life insurance contract as defined in Section 7702 of the Code. To the same extent, future amendments to Title 12, Section 3302(d) of the Delaware Code and the corresponding provisions of any future law shall apply to each trust hereunder. The Trustee shall have none of the powers set forth in Paragraph A of this Article except while it is also serving as Investment Adviser. G. The Trustee shall pay the compensation of each Insurance Adviser from the property of the trust for which the Insurance Adviser is serving. Article IX - Trustee's Powers Subject to Article VIII above, the Trustee shall have the power and authority in its uncontrolled discretion, in addition to its powers conferred upon it by law and its other powers under this instrument: Page 12

13 A. To pay the premiums or assessments on life insurance policies held hereunder and to change the beneficiaries thereof. B. To sell at public or private sale, exchange for like or unlike property, lease and otherwise dispose of and convey any property of the trust and to execute transfers, assignments, deeds, leases and other instruments of any kind. C. To execute securities transactions through any broker or dealer, including an affiliate of the Trustee. D. To vote directly and give discretionary or other proxies for voting any securities held hereunder, including shares of any investment company of which an affiliate of the Trustee is investment adviser. E. To join with other security holders in acting through committees, depositories, trustees or otherwise; to participate in any plan or proceeding, including any voting trust plan, for liquidating, protecting, or enforcing any right, obligation or interest arising from any property of the trust, or for reorganizing, consolidating, merging or adjusting the finances of any corporation, to accept in lieu thereof any new or substituted securities, whether of the same or a different kind or class, or with different priorities, rights or privileges, to pay any assessment or expense incident thereto, and to take any action that the Trustee may deem necessary or advisable in connection therewith. F. To receive from any source additions to the principal of this trust and to hold and administer the same as though they were a part of the original principal. G. To deduct from or reserve against income or principal such reasonable amounts as the Trustee considers properly chargeable thereto for any taxes, expenses, charges and liabilities, whether then accrued or estimated. H. To make any division, apportionment or distribution of trust property required or permitted hereunder in cash or kind, or partly in cash and partly in kind; to make such division, apportionment or distribution on other than a pro rata basis. I. To make loans against adequate collateral to the executor of the Grantor upon such terms as the Trustee deems proper and to purchase any security or other property, real or personal, belonging to such estate. J. To hold any or all securities or property in its own name, or as the Trustee or in the name of a nominee or nominees, but if the same are held in its own name or in the name of a nominee or nominees, suitable designation is to be made upon the books and records of the Trustee that said securities or property are so held as part of these trusts; to keep the trust property with a depository or custodian or in book entry form. Page 13

14 K. To rely on such information with respect to heirship, relationship, survivorship or other fact needed to determine the identity of nay beneficiary hereunder as the Trustee shall have no reason to believe is incorrect, without any liability for so doing. L. To borrow money for such time and on such terms as the Trustee deems proper and to give notes therefor binding the trust property; to mortgage or pledge trust property with or without power of sale as security for any such borrowing or as security for a loan to the Grantor's executor (whether to provide for the payment of taxes or for any other purpose which the Trustee considers wise). M. To litigate, submit to arbitration, compromise or settle any claim in favor of or against any trust hereunder, and to execute all agreements, deeds and releases necessary or proper in connection therewith. N. To employ, retain or consult accountants, investment counsel, including an affiliate of the Trustee (and give them investment discretion), attorneys-at-law, other advisors and agents, and to pay their compensation and expenses in connection therewith from the trust (except to investment counsel which is an affiliate of the Trustee), without reduction of compensation otherwise payable to the Trustee. O. Except as otherwise provided, to determine whether items received by any trust hereunder shall be allocated to principal or income, or partly to principal and partly to income, and to determine whether expenses, charges and liabilities incurred by any trust hereunder shall be charged against principal or income or partly against principal and partly against income. P. To exercise any right granted the Trustee under any qualified pension, profit-sharing, HR-10 or IRA plan or trust as to the manner of payment of the proceeds received by the Trustee therefrom and any right granted the Trustee relating to the federal income taxes incurred by reason of such proceeds. Q. To commingle, for convenience of administration, any money or investments of separate trusts hereunder with one another and with those of other trusts of which it is the trustee. R. To rent or lease trust property for such periods of time (including ones extending beyond the termination of every trust hereunder) and upon such terms as the Trustee deems proper; to subdivide and build upon any real property held hereunder. S. To abandon any trust property which the Trustee deems to be of insufficient value to justify the expense of retailing it. Page 14

15 T. To amend this trust agreement to the extent required to enable any trust hereunder to qualify as an eligible shareholder of a Subchapter S corporation under the Code. U. To purchase property from and sell trust property to one or more beneficiaries of any trust hereunder. V. To serve as partner or general partner of a partnership or manager of a limited liability company. W. To operate and develop mineral, oil and gas interests and farms. Article X - Administrative Provisions A. The Trustee may resign as trustee of any trust hereunder by delivery of a written resignation to the Grantor, if living, and, if the Grantor is not then living, to any beneficiary of such trust. A majority of the beneficiaries of a trust hereunder then entitled to an accounting under Article XII below who have reached the age of twenty-one (21) years may, by not less than thirty days' written notice delivered to the Trustee, remove the Trustee. If the Trustee fails or ceases to act as Trustee of s trust hereunder, the Grantor, if living, or, if the Grantor is not then living, the aforesaid majority of the beneficiaries of such trust may, by not less than thirty days' written notice delivered to such Trustee, appoint a successor Trustee who shall not be the Grantor. If the Grantor or said beneficiaries fail to appoint a successor Trustee within thirty (30) days after the Trustee has resigned, a successor Trustee may be appointed by the Trustee so resigning upon written notice to any beneficiary of the trust with respect to which the Trustee has resigned. In the case of any vacancy in the office of Trustee hereunder not filled within sixty (60) days after such vacancy occurs, a successor Trustee may be appointed by any court having jurisdiction. Each such appointment not made by a court shall take effect upon written acceptance of the office. B. The Trustee shall be entitled to reasonable compensation for its services hereunder, but not less than at the rates for trusts of a similar size and character contained in the schedule of fees it then publishes or quotes. In the event that the Trustee shall render any extraordinary services, it shall be entitled to additional compensation therefor. C. In the event the Trustee is unable, or it is inconvenient for the Trustee, to act with respect to any trust property, the Trustee shall have the power from time to time to designate in writing an individual or entity having trust powers, to act as Designated Trustee with respect such property. Each Designated Trustee shall have all of the Trustee's powers with respect to the specified property provided under this Agreement except as otherwise specified in the designation by the Trustee and subject to any directions given from time to time in writing Page 15

16 by the Trustee. Any Designated Trustee may resign at any time by delivery of a written resignation to the Trustee, and the Trustee may at any time, by written notice to the Designated Trustee, remove the Designated Trustee. D. The Trustee shall be under no duty to scrutinize the transactions or conduct of a Fund the shares of which are held hereunder, but shall cause a copy of each annual or other report when received from the Fund to be mailed to each beneficiary who is then entitled to a distribution from the trust. Such beneficiary (or if such beneficiary is not of full age and legal capacity, the beneficiary's legal representative or, if none, a parent of the beneficiary), and not the Trustee, shall have the right to assent or object to any transaction stated in such report or shown thereby and to bring any action against the Fund or the Fund's investment adviser that the Trustee might have brought on account of such a transaction. E. Unless any policy of life insurance made payable to the Trustee is assigned to the Trustee, the owner of the policy shall retain, as against the Trustee, all incidents of ownership thereof and the Trustee shall have no responsibility for the payment of premiums thereon. The Trustee shall be entitled to indemnification from the trust principal for the expense of any legal proceedings taken to collect the proceeds of any life insurance policy. F. No purchaser or other person relying in good faith on any act of a Trustee relating to any property held by such Trustee need inquire concerning the authority of such Trustee or as to any facts required by the provisions hereof for the exercise of such authority by the Trustee alone. G. No Trustee shall be required to give any bond or surety. No one dealing with any Trustee hereunder need see to the application of any payment made or property transferred to the Trustee or upon its order. The Trustee shall be liable only for its willful misconduct. H. No successor Trustee hereunder shall have any duty to account for or inquire into the acts or omissions of any predecessor Trustee nor be liable for any such act or omission. Whenever a successor Trustee has accepted appointment as such, title to the trust property shall automatically vest in such successor as such Trustee. I. Anyone may rely fully upon any statement of fact certified by any Trustee hereunder and acknowledged before a notary public. J. At any time, the Trustee may terminate a trust hereunder (1) if the market value thereof as determined by the Trustee is then $50, or less or (2) pursuant to 12 DE Code Section 3542, as amended, or any successor provision of the Delaware Code. Upon termination, the Trustee shall distribute the trust Page 16

17 property in equal shares to the beneficiaries then entitled to receive the next payment of trust income proportionately in accordance with their shares of the trust income or, if there are no such beneficiaries, in equal shares to the beneficiaries then eligible to apply for a discretionary distribution of income or principal from the trust. Article XI - Rights of Withdrawal Any person who makes an addition to a trust hereunder may, by written notice to the Trustee before or concurrently with delivery of such addition, designate one or more beneficiaries (whether holding a present or future interest) of such trust to have the right to withdraw such part or all of such addition in accordance with this Article as is specified in said notice. A. Upon receipt of said notice, the Trustee shall give each such beneficiary written notice of such right of withdrawal and the amount which the beneficiary may withdraw and, if the Trustee has not previously furnished such beneficiary with a written summary of the beneficiary's beneficial interests hereunder, such a summary. Such right of withdrawal may be exercised on the beneficiary's behalf by the beneficiary's legal representative or, if the beneficiary is a minor, by one of the beneficiary's parents. B. Such beneficiary shall have the right for thirty (30) days after said notice from the Trustee, exercisable by written notice to the Trustee, to withdraw such part or all of the addition subject to such right that he or she specifies in said notice to the Trustee. The Trustee may pay the amount so withdrawn wholly or partly in cash or kind, as it determines in its uncontrolled discretion. Such withdrawal right shall lapse at the expiration of said thirty days to the extent of the value of the trust property as to which it has not been exercised but not more than the amount which would then be treated as a taxable release of a general power of appointment under Section 25149e) of the Code. C. To the extent that, on December 31 of each year, a beneficiary's withdrawal right with respect to additions to the trust made in prior years are in existence, the total amount subject to such right shall be reduced by the lesser of (1) such amount or (2) the amount permitted under Section 2514(e) of the Code less the amount treated as a taxable release under said Section for additions to the trust in the current year which the beneficiary had the right to withdraw. Upon the death of a beneficiary, the Trustee shall pay the incremental federal and state death taxes, if any, imposed on the estate of such beneficiary by reason of such beneficiary's not having exercised prior to his or her death a withdrawal right hereunder with respect to an addition whenever made prior to his or her death. The Trustee shall be fully protected in relying on the written Page 17

18 certification of the beneficiary's executor as to the amounts due for such taxes. Article XII - Accountings The Trustee may from time to time render an account of its administration of each separate trust hereunder to each beneficiary who during the period covered by the account was entitled absolutely to a payment of current income or of principal from the trust or, if there was no such beneficiary, was eligible to receive a discretionary payment of trust income or principal. The written assent thereto of each such beneficiary shall fully protect the Trustee as to all matters or transactions stated in such account or shown thereby. Any beneficiary who is not of full age and legal capacity shall be deemed to assent to such account if his or her legal representative assents in writing to the account or if (the beneficiary having no such legal representative) a parent of the beneficiary assents in writing to the account. Any beneficiary to whom any such account is rendered shall be deemed to assent to it unless the beneficiary (or, if the beneficiary is not of full age and legal capacity, the beneficiary's legal representative or, if none, parent) gives the Trustees written objection thereto within sixty (60) days after the account is rendered. For the purpose of any accounting, the Trustee shall have no duty to ascertain the value of an interest the trust owns in an entity the ownership interests of which are not publicly traded or for which timely market quotations are not readily available. In such a case, the Trustee shall value such interest at the value [which the Investment Adviser of the trust responsible for the investment of such interest or, if either there is no such Investment Adviser then serving or the Trustee is the Investment Adviser,] such entity has most recently furnished in writing to the Trustee. [Such Investment Adviser shall furnish such value within a reasonable time after the Trustee's request.] Article XIII - Miscellaneous A. If any beneficiary hereunder institutes or becomes party (other than as a defendant) to a proceeding to contest the validity of the Grantor's will or this trust agreement or any provision thereof or to a proceeding to prevent the implementation of any provision of such will or agreement, all beneficial interests of the beneficiary and his or her issue hereunder shall cease, and such beneficiary and issue shall be deemed to have died, as of the date such proceeding was instituted. Such a proceeding shall not include a petition for instructions for interpretation of said will or agreement Page 18

19 instituted in good faith by said beneficiary and having a reasonable basis. B. The article headings hereunder are for convenience only and shall not be deemed to affect the meaning or interpretation of any provision hereof. The singular shall include the plural and the plural shall include the singular where the context so admits. This agreement may be executed in one or more counterparts, each of which shall be deemed to be the original. C. This trust agreement shall be governed and construed, and the trusts hereunder shall be administered, in accordance with the laws of the State of Delaware. Any action with respect to or arising out of this agreement or the administration of any trust hereunder shall be instituted and prosecuted only in the courts of New Castle County, Delaware. Each beneficiary shall be subject to extraterritorial service of process in connection with such an action, and service of process in any such action may be made upon a beneficiary by mailing the document being served by certified or registered mail to the beneficiary at the beneficiary's address as shown on the Trustee's records. Page 19

20 Signed as of this day of, JOHN DOE, GRANTOR The terms of this trust agreement set forth the intentions of Grantor, and are in proper legal form. Attorney for Grantor (Signature) Attorney's Name and Firm (Please Print) Attorney's Address-Street City, State and Zip Code RBC TRUST COMPANY (DELAWARE) LIMITED, TRUSTEE BY: Page 20

21 STATE OF ) : SS. COUNTY OF ) On this, the day of, 2010, before me, the undersigned, a Notary Public in and for the State and County aforesaid, personally appeared JOHN DOE, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he/she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. NOTARY PUBLIC My commission expires STATE OF DELAWARE ) : SS. COUNTY OF NEW CASTLE ) On this, the day of, 2010, before me the undersigned, a Notary Public in and for the State and County aforesaid personally appeared, who acknowledged him/herself to be] of RBC TRUST COMPANY (DELAWARE) LIMITED, and that he/she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of RBC TRUST COMPANY (DELAWARE) LIMITED by him/herself as such. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. NOTARY PUBLIC My commission expires Page 21