____________________ (NAME) NEVADA ASSET PROTECTION TRUST
THIS TRUST AGREEMENT (the Agreement) is made this ________ day of
_______________, 20_____, by and between ____________________ (Name of
Grantor or Settler) , of ___________________________________ (street address,
city, Nevada , zip code) , hereinafter sometimes referred to as Grantor,
____________________ (Name of Trust Company) , the Administrative Trustee, a
corporation organized and existing under the laws of the state of Nevada, with its
principal office located at ___________________________________ (street address,
city, Nevada, zip code) , referred to herein as the Administrative Trustee,
____________________ (Name of Investment Company) , the Investment Trustee, a
corporation organized and existing under the laws of the state of Nevada, with its
principal office located at ___________________________________ (street address,
city, Nevada, zip code) , referred to herein as the Investment Trustee, and
____________________ (Name of Bank), the Benefits Trustee , a national banking
organization which has several locations in Nevada, referred to herein as the Benefits
Trustee .
WHEREAS, this Trust is being formed as a self-settled spendthrift trust in accordance
with Chapter 166 of the Nevada Revised Statutes; and
WHEREAS, Grantor, desires to give the Trustees broad discretion with respect to
management, distributions and investments of the various trusts created herein, if any,
with the intention of generally obtaining the objectives of benefiting the beneficiaries of
the Trust while attempting to minimize the extent to which the Trust Estate is subject to
the claims of creditors and to minimize the income and wealth transfer taxes which any
beneficiary hereunder and/or his Estate may pay or have to pay on any Trust created
herein; and,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Grantor, does hereby assign, convey, transfer and deliver to the
Trustees the property set forth in the schedule of assets ( Schedule A) hereinto
annexed, to have and to hold the same and any other property which the Trustees may
hereinafter at any time hold or acquire (the Trust Estate) in Trust for the uses and
purposes and subject to the terms and conditions herein set forth.
Article One. Trust Estate
The Trustee shall hold the Trust Estate in accordance with the terms and conditions set
forth in the Article Two hereof. The Trust Estate is initially composed of that property
referenced on Schedule A.
Article Two. Grantor’s Intention
It is the Grantor's intention that the assets held hereunder and the provisions of this
Trust are primarily but not exclusively aimed at furthering Grantor's:
1. Estate planning;
2. Transfer and income tax planning; and;
3. Asset preservation.
This Agreement of Trust shall be construed and the Trusts hereunder administered accordingly. Article Three. Intent to Create Nevada Trust
It is the Grantor's intention that the Trusts created under this Agreement be Trusts
described in Nevada Statute (NRS) 166.010 through 166.180 unless the Benefits
Trustee determines to move the situs of a Trust hereunder to another jurisdiction. The
Grantor directs that (a) at all times at least one Trustee of each Trust shall he a
qualified person under NRS 166.015. Grantor directs that (b) the duties of that
Trustee, regardless of which Trustee, shall include the duty and responsibility to
maintain books and records of the Trust in Nevada and to prepare or to arrange for the
preparation of the tax returns of the Trust. The Grantor directs that (c) at least some
assets of the Trust shall be deposited in Nevada within, and (d) that at least part of the
administration of the Trust shall occur in Nevada within the meaning of NRS 166.015.
Article Four. Governing Law
1. Governing Law. The validity, construction and effect of the provisions of this
Agreement in all respects shall be governed and regulated according to and by the laws
of the State of Nevada.
2. Situs. The original situs of the Trusts created hereunder shall be Nevada. The
situs of any Trust created hereunder may be maintained in any jurisdiction (including
outside the United States), as the Benefits Trustee, may determine, and thereafter
transferred at any time or times to any jurisdiction selected by the Benefits Trustee.
3. Perpetuities Provision. The Trusts created hereunder shall be perpetual to the
fullest extent permitted by Nevada law. If the Trust is moved to any other jurisdiction
any court examining this Trust shall use the longer of the Nevada perpetuities statute or
the longest statute of the subsequent jurisdiction.
Article Five. Spendthrift Trust Provision
This is a Nevada spendthrift Trust. The interest of the Grantor and any beneficiary of
any Trust hereunder may not be either voluntarily or involuntarily transferred before the
payment or delivery of the interest to the Grantor or a beneficiary by the Trustee, within
the meaning of NRS 166 et. seq. No beneficial interest in any Trust created hereunder,
whether in income or in principal, shall be subject to anticipation, assignment, pledge,
sale or transfer in any manner, and no beneficiary of any such Trust or other person
interested therein shall have the power to anticipate, encumber or charge his or her
interest therein, and no Trust Estate created hereunder shall be liable for or subject to
the debts, contracts, obligations, liabilities or torts of any Grantor, Settlor or beneficiary
of any such Trust or other person interested therein.
Article Six. Irrevocable Trust
The Grantor has been advised of the difference between revocable and irrevocable
Trusts and hereby declares that this Agreement and the Trust Estates created hereby
are irrevocable.
Article Seven. Named Trustees
The following Institutions and individuals are named as Trustees:
1. Administrative Trustee: ____________________ (Name of Company), a
corporation organized and existing under the laws of the state of
____________________, with its principal office located at ___________________________________ (street address, city, state, zip code),
referred to herein as the Administrative Trustee.
2. Investment Trustee: ____________________ (Name of Company), a
corporation organized and existing under the laws of the state of
____________________, with its principal office located at ___________________________________ (street address, city, state, zip code),
referred to herein as the Investment Trustee.
3. Benefits Trustee: ____________________ (Name of Company), a corporation
organized and existing under the laws of the state of ____________________, with its
principal office located at ___________________________________ (street address,
city, state, zip code) , referred to herein as the Benefits Trustee.
Article Eight. Trustee Powers
1. Administrative Trustee
A. Powers of the Administrative Trustee. In addition to all other powers
herein granted to the Administrative Trustee, the Grantor expressly authorizes
the Administrative Trustee, in the exercise of sole and absolute discretion:
1. To maintain books and records of the Trust(s) created hereunder;
2. To prepare and file or to arrange for the preparation and filing of all tax returns required to be filed by any Trust created hereunder;
3. To the extent deemed appropriate by the Administrative Trustee, to maintain custody of all the assets of the Trust created hereunder
(other than real property and other than tangible personal property
which Benefits Trustee, in the exercise of sole and absolute
discretion, may determine to make available for the use of any
beneficiary hereunder);
4. To undertake any other duties to assist the Investment or the Benefit's Trustee;
5. To implement without responsibility therefore any decisions of the Investment Trustee or the Benefits Trustee hereunder;
6. To appoint, employ and remove, at any time from time to time, any accountant, attorneys, expert advisors, agents, clerks, and
employees in furtherance of fulfilling the responsibilities of the
Administrative Trustee. The Administrative Trustee is authorized to
pay them reasonable compensation for their services;
7. To place and leave all or any part of the funds or securities at any time by any Trust Estate in the care and custody of any bank or
Trust Company whether situated in the United States or not, with
no obligation while such securities are so deposited to inspect or
verify the same and with no responsibility for any loss or
misapplication by the bank or Trust Company or its nominee; to
appoint such bank or Trust company as the agent and attorney of
the Trustee to collect, receive, receipt for and disburse any income,
and generally to perform the duties and services incident to a so-called custodian account ; and to allocate the charges and
expenses of such bank or Trust company for the income or
principal or partially to the income and partially to the principal as
Trustees determine; and,
8. To execute and deliver any and all instruments to carry out any of the foregoing powers, no party to any such instrument being
required to inquire to its validity or to see the application of any
money or other property paid or delivered pursuant to the terms of
this instrument.
9. Compensation. Any Administrative Trustee serving hereunder
shall be entitled to receive reasonable compensation for services
as determined by the compensation scheduled regularly published
and adopted by the Administrative Trustee; if there be no
schedules, than the compensation shall be that reasonable
compensation for similarly situated Nevada Administrative Trustees
of similar Trusts. The Administrative Trustee shall be entitled to
reimbursement for all expenses incurred in the performance of its
duties as Administrative Trustee. Serving in the capacity of
Administrative Trustee shall not prevent the Administrative Trustee
from also providing legal, investment or accounting services on
behalf of the Trust or the Trust beneficiaries. If the Administrative
Trustee is providing professional services, the Administrative
Trustee shall be entitled to charge its normal and customary fees
for services rendered or to be rendered and in addition is entitled to
be compensated for its services as Administrative Trustee.
B. Powers of the Investment Trustee
1. Powers of the Investment Trustee. The Investment Trustee shall
have the sole and absolute authority and shall be the only Trustee who
needs to execute documents or take other action regarding decisions
about the investment of the assets of the Trust hereunder including, but
not limited to, the purchase, retention or sale of any assets held in Trust.
No Trustee (other than the Investment Trustee) may exercise voting rights
with respect to any stock described in Section 2036(b) of the Internal
Revenue Code. In addition to all investment powers conferred by law
upon the Trustees, and all other powers granted herein to the Investment
Trustee, the Grantor hereby expressly authorizes the Investment Trustee,
in the exercise of sole and absolute discretion:
2. To purchase or otherwise acquire, and to retain, whether originally
a part of the Trust Estate or subsequently acquired, any and all common
or preferred stocks, bonds, notes or other securities, or any variety of real
or personal property, whether within or without the United States,
including, but without limitation, insurance on the life of the Grantor
(including entering into any form of split-dollar agreement with respect to
such insurance), foreign real Estate or foreign securities, securities of a
corporation in which any of the Trustees is a director, officer, employee or
shareholder, securities of any corporate fiduciary, interests in any
business venture (incorporated or unincorporated), and interests in entities
formed principally for the commingling of assets for investment, such as
common Trust funds, investment companies, mutual funds, real Estate
and other investment Trusts, and interests in any partnership, limited
liability company or other entity; provided, however, that the Investment
Trustee may, by an acknowledged, written instrument delivered to the
beneficiaries hereunder, irrevocably renounce the power to use the
income (including capital gain) to pay for insurance on the life of the
Grantor;
3. To buy, sell, lease, pledge, mortgage, any real or personal property
wherever situate; to buy, sell, lease, pledge, mortgage transfer, exchange,
convert, grant options with respect to, or otherwise dispose of, any and all
real or personal property or interest therein, at any time (bringing a part of
any Trust Estate, in any manner, at any time or times, for any purpose, for
any price and upon any terms, credits and conditions; and to enter into
leases, mortgages or options which extend beyond the period fixed by law
for leases and options made by fiduciaries or beyond the term of the Trust;
4. To borrow money from any lender, including, but without limitation
any individual or corporate fiduciary hereunder or any member of the
Grantor's family, or any Trust, corporation or association in which any one
or more of the foregoing may be interested, for any purpose connected
with the preservation or improvement of any Trust Estate, and to mortgage
or pledge as security upon any terms and conditions any real or personal
property held;
5. To vote in person or by general or limited proxy with respect to any
shares of stock or other security; directly or through a committee or other
agent, to oppose or consent to the reorganization, consolidation, merger,
dissolution or liquidation of any corporation, or to the sale, lease, pledge or
mortgage of any property by or to any such corporation; and to make any
payments and take any steps proper to obtain the benefits of any such
transaction;
6. To the extent permitted by law, to register any security in the name
of a nominee with or without the addition of words indicating that such
security is held in a fiduciary capacity; to hold any security in bearer or
non-certificated form; and to use a central depository for securities; to
employ a broker-dealer as custodian of all or part of the securities at any
time held by any Trust Estate and to register such securities in the name
of such broker-dealer;
7. To complete, extend, modify or renew any loans, notes, bonds,
mortgages, contracts or any other obligations which may at any time form
part of any Trust Estate or which may be liens or charges against any
property of the Trust; to pay, compromise, compound, adjust, submit to
arbitration, sell or release any claims or demands of any Trust Estate
against others or of others against any Trust Estate upon any terms and
conditions, including the acceptance of deeds to real property in
satisfaction of bonds and mortgages, and to make any payments in
connection therewith;
8. To place and leave all or any part of the funds or securities at any
time held by any Trust Estate in the care and custody of any bank or Trust
Company, with no obligation while such securities are so deposited to
inspect or verify the same and with no responsibility for any loss or
misapplication by the bank or Trust company or its nominee; to appoint
such bank or Trust company the agent and attorney of the Trustees to
collect, receive, receipt for and disburse any income, and generally to
perform the duties and services incident to a so-called custodian
account; and to allocate the charges and expenses of such bank or Trust
Company to income or to principal or partially to income and partially to
principal as the Investment Trustee determines;
9. To continue the operation of any business, incorporated or
unincorporated, which may be held or acquired by the Trustees, and any
successor business thereto, and to purchase or otherwise acquire any
business or interest in any business; to take part in the management of
any business in which investment is retained or made hereunder and to
delegate duties with respect to such management, with the requisite
powers, to any employee, manager, partner or associate of such
business, without liability for such delegation; to reduce, expand, limit or
otherwise fix and change to operation or policy of any such business and
to act with respect to any other matter in connection with any such
business; to subject to the risks of any such business, any part or all of
any Trust Estate, for such term or period as the Investment Trustee, in the
exercise of sole and absolute discretion, may determine; to advance
money or other property to any such business; to make loans,
subordinated or otherwise, of cash or securities to any such business and
to guarantee the loans of others made to any such business (but not to
guarantee loans made to or by the Grantor); to borrow money for any such
business either alone or with other persons interested therein, and to
secure such loan or loans by a pledge or mortgage of any part of any
Trust Estate; to select and vote for directors, partners, associates and
officers of any such business; to act as directors, general or limited
partners, associates and officers of any such business either individually
or through an officer or officers if any Trustee be a corporation, and to
receive compensation from such business for so acting; to enter into
stockholders' agreements with corporations in which any Trust Estate has
an interest and/or with the stockholders of such corporations; to liquidate,
either alone or jointly with others, any such business or any interest in any
such business; and generally to exercise any and all powers as the
Investment Trustee may deem necessary with respect to the continuance,
management, sale or liquidation of any such business; To manage, insure
against loss, subdivide, partition, develop, improve, mortgage, lease or
otherwise deal with any real property or interests therein which may form
at any time a part of any Trust Estate; to satisfy and discharge or extend
the term of any mortgage thereon; to demolish, rebuild, improve, repair
and make alterations from time to time in any of the structures upon any
such real property; to plat into lots and prepare any such real property for
building purposes; to construct and equip buildings and other structures
upon any such real property and to make any and all other improvements
of any kind or character whatsoever in connection with the development
and improvement thereof; to execute the necessary instruments and
covenants to effectuate the foregoing powers, including the granting of
options in connection therewith;
10. To form or cause to be formed, alone or with others, such
corporations, partnerships, limited partnerships, limited liability companies,
and other business organizations organized under the laws of any state
or country and to transfer and convey to such business organizations all or
any part of the assets, real or personal, of any Trust Estate in exchange
for such stocks, bonds, notes, other securities or interests of such
business organizations as the Investment Trustee may deem advisable;
11. To keep assets held hereunder or the physical evidence of their
ownership in any state or country whatsoever, and from time to time to
move the same to any other state or country except to the extent required
to qualify this as an Nevadan Trust; 12.(Reserved)
13. To manage the assets of any Trusts created hereunder with any
other Trust created hereunder or with any other Trust created by the
Grantor which have similar terms, conditions and beneficiaries;
14. To delegate any duties or powers, discretionary or otherwise, to a
co-fiduciary or any other person or institution for such periods and upon
such terms and conditions as may be designated in an acknowledged,
written instrument delivered to such co-fiduciary, other person or
institution; and if such duties or powers are delegated to a co-fiduciary, the
fiduciary so delegating any duties or powers hereunder shall have no
further responsibility with respect to the exercise of such duties or powers
so long as such delegation shall remain in effect; and any such delegation
shall be revocable by a similar instrument so delivered at any time
provided, however, that no duties or powers described in any other part of
this Trust hereof may be delegated to any individual who is prohibited
therein from participating in the exercise of such duties or powers and no
duties or powers may he delegated to the Grantor;
15. To appoint, employ and remove at any time and from time to time
any accountants, attorneys, investment or other expert advisers, agents,
clerks and employees; and to fix and pay their reasonable compensation;
and to delegate discretionary authority to make changes in investments to
investment counsel;
16. To execute and deliver any and all instruments to carry out any of
the foregoing powers, no party to any such instrument being required to
inquire into the validity of any such instrument, and generally to deal with
any Trust Estate created hereunder as in the Investment Trustee's
judgment the best interests of such Trust may require.
17. To purchase life insurance payable to any Trust held hereunder on
the life of any individual in which any beneficiary hereunder may have an
insurable interest; to enter into any form of split-dollar arrangement with
respect to such insurance (including a split-dollar arrangement with
another Trust of which any Trustee hereunder is acting as a Trustee
notwithstanding that such arrangement may constitute an act of self-
dealing), to pay any premiums on any such life insurance policy held
hereunder, to exercise with respect to said insurance policies held
hereunder from time to time all options, rights, elections and privileges
exercisable with respect to said policies, including, but not limited to, the
right to demand and collect from the company or companies issuing said
policies all such proceeds as shall be payable to the Trustee, to designate
and change the beneficiaries hereunder, provided, however, the Grantor
may not be designated as such beneficiary, to modify, exchange,
surrender or cancel any such policies of insurance, to borrow upon and
pledge any said policy in connection with a loan, to assign and distribute
any and all of the rights hereunder to or for the benefit of any beneficiary
under this Agreement, to direct the disposition of dividends or surplus, to
convert said policies into different forms of insurance and to elect methods
of settlement with respect thereto.
18. The Trustee shall take appropriate action to collect all sums
payable, to sue for sums payable, under the provisions of or in settlement
of any insurance policies, at maturity or otherwise, to which the Trustee
may become entitled as the beneficiary named in such policies. The
Trustee, however, shall not be responsible for inability to enforce
collection of any proceeds or amounts payable under such policies. The
Trustee shall not be obligated to enter into or maintain any litigation to
enforce payment of any such policies until the. Trustee shall have been
satisfactorily indemnified against all expenses and liabilities which the
Trustee, in the exercise of sole and absolute discretion, may deem
incident to such litigation, and the Trustee may utilize any property held
hereunder to meet expenses reasonably incurred in connection with
enforcing the payment of such policies. The Trustee shall be under no
duty whatever to make payments of any premiums, dues, assessments,
interest or other charges which may become due and payable on any
policy of insurance held hereunder or to which the Trustee is designated
as the beneficiary or to see that such payments are made or to notify the
insured or any other persons that such payments are or will become due,
and the Trustee shall have no responsibility in case such premiums, dues,
assessments or other charges are not paid. 19.Compensation. Any Investment Trustee serving hereunder shall
be entitled to receive reasonable compensation for services as determined
by the compensation scheduled regularly published and adopted by the
Investment Trustee; if there be no schedules, than the compensation shall
be that reasonable compensation for similarly situated Investment
Trustees of similar Trusts. The Investment Trustee shall be entitled to
reimbursement for all expenses incurred in the performance of its duties
as Investment Trustee. Serving in the capacity of Investment Trustee
shall not prevent the Investment Trustee from also providing legal,
investment or accounting services on behalf of the Trust or the Trust
beneficiaries. If the Investment Trustee is providing professional services,
the Investment Trustee shall be entitled to charge its normal and
customary fees for services rendered or to be rendered and in addition is
entitled to be compensated for its services as Investment Trustee.
C. Powers of the Benefits Trustee
Except as otherwise provided herein, the Benefits Trustee shall have the sole
and absolute authority and shall be the only Trustee who needs to exercise
documents or take other action regarding the exercise, or decision not to
exercise, any discretion over the beneficial payment, distributions, applications,
uses or accumulations of income or principal to or for the benefit of beneficiaries
or Trusts hereunder. In addition to all other powers herein granted to the Benefits
Trustee, the Grantor expressly authorizes the Benefits Trustee, in the exercise of
sole and absolute discretion:
1. To purchase, acquire, hold and maintain any residence (whether
held as real property, condominium or cooperative apartment) for the use
and benefit of such one or more of the beneficiaries of any Trust, as the
Benefits Trustee, in the exercise of sole and absolute discretion,
determines, and, if the Benefits Trustee, in the exercise of sole and
absolute discretion, determines that it would be in the best interests of the
beneficiaries of any Trust to maintain a residence for the use of such one
or more of the beneficiaries, but that the residence owned by the Trustee
should not be used for such purposes, the Trustees are authorized to sell
said residence and to apply the net proceeds of sale to the purchase of
such other residence or to make other arrangements as the Benefits
Trustee, in the exercise of sole and absolute discretion, deems suitable for
the purpose any proceeds of sale not needed for reinvestment in a
residence as provided above to be added to the principal of the Trust and
thereafter held, administered and disposed of as a part thereof., to pay all
carrying charges of such residence, including but not limited to, any taxes,
assessments and maintenance thereon, and all expenses of the repair
and operation thereof, including the employment of domestic servants and
other expenses incident to' the maintenance of a household for the benefit
or one or more of the beneficiaries of the Trust as the Benefits Trustee, in
the exercise of sole and absolute discretion, shall determine; to expend
such amounts to maintain the current lifestyle of any one or more of the
beneficiaries, as the Benefits Trustee, in the exercise of sole and absolute
discretion, determines, including, but not limited to, complete authority to
provide for the personal care and comfort of any one or more of the
beneficiaries in any manner whatsoever (and the power conferred upon
the Benefits Trustee by this Subparagraph B shall usurp the powers of
the Investment Trustee to the extent the Benefits Trustee so directs in an
acknowledged, written instrument delivered to the Investment Trustee);
2. To purchase, acquire, hold and maintain as a part of each Trust
created hereunder any and all articles of tangible personal property for the
use and benefit of the beneficiaries of any Trust, as the Benefits Trustee,
in the exercise of sole and absolute discretion, determines, whether such
property is productive, underproductive or unproductive of income, and
without any duty to convert such property to productive property; to pay
the expenses of safekeeping of any such property, including insurance,
and all expenses of the repair and maintenance of such property, and to
sell such property and to apply the net proceeds of sale to the purchase of'
such other property as the Benefits Trustee, in the exercise of sole and
absolute discretion, deems suitable for the purpose (and the power
conferred upon the Benefits Trustee by this Subparagraph B shall usurp
the powers of the Investment Trustee to the extent the Benefits Trustee so
directs in an acknowledged, written instrument delivered to the Investment
Trustee);
3. To permit any one or more of the beneficiaries of any Trust
hereunder, as the Benefits Trustee, in the exercise of sole and absolute
discretion, determines, to occupy any real property and to use any
tangible personal property forming part of the Trust Estate on such terms
as the Benefits Trustee in the exercise of sole and absolute discretion,
determines, whether for rent, rent-free in consideration of payment of
taxes, insurance, maintenance or ordinary repairs, or otherwise;
4. To divide the Trust, into one or more separate Trusts for the
benefit of one or more of the beneficiaries (to the exclusion of the other
beneficiaries) of the Trust so divided, as the Benefits Trustee, in the
exercise of sole and absolute discretion, determines and to allocate to
such divided Trust some or all of the assets of the Trust Estate for any
reason including, but not limited to, enabling any such Trust or Trusts to
qualify as an eligible shareholder of a Subchapter S corporation as
described in section 1364 (0)(3) of the Code, or for any other purpose as
the Benefits Trustee, in the exercise of sole and absolute discretion,
determines;
5. To grant a term of years interest or a life Estate to any one or more
of the beneficiaries of any Trust created hereunder, as the Benefits
Trustee, in the exercise of sole and absolute discretion, determines, and
to terminate the same, retaining the reversionary interest in the Trust or for
the benefit of any other beneficiary of the Trust and to make any property
of the Trust available for the use and benefit of any beneficiary hereunder;
6. To make distributions from any Trust in kind or partially in kind and
to cause any distributive share to be composed of cash, property or
undivided fractional shares in property different in kind from any other
distributive share, and without regard to the income tax basis of such
property and any property distributed in satisfaction of a distributive share
shall he valued as of its date of distribution;
7. To make such elections under the tax laws as the Benefits Trustee,
in the exercise of sole and absolute discretion, may determine to be
appropriate, regardless of the effect thereof on any interests in any Trust
created under this Agreement, and to determine whether or not any
adjustments of such interests shall be made by reason of any such
election;
8. To delegate any duties or power; discretionary or otherwise, to a
co-fiduciary or any other person or institution for such periods and upon
such terms and conditions as may be designated in an acknowledged,
written instrument delivered to such co-fiduciary, other person or
institution; and if such duties or powers are delegated to a co-fiduciary, the
fiduciary so delegating any duties or powers hereunder shall have no
further responsibility with respect to the exercise of such duties or powers
so long as such delegation shall remain in effect; and any such delegation
shall be revocable by a Similar instrument so delivered at any time,
provided, however, that no duties or powers described in any paragraph of
this hereof may be delegated to any individual who is prohibited therein
from participating in the exercise of such duties or powers and no duties or
powers may be delegated to the Grantor; To keep assets held hereunder
or the physical evidence of their ownership in any state in any country
whatsoever, and from time to time to move the same to any other state or
country;
9. To appoint, employ and remove at any time and from time to time
any accountants, attorneys, investment or other expert advisers, agents,
clerks and employees; and to fix and pay their reasonable compensation;
10. To execute and deliver any and all instruments to carry out any of
the foregoing powers, no party to any such instrument being required to
inquire into the validity of any such instrument, and generally to deal with
any Trust Estate created hereunder as in the Benefits Trustee's judgment
the best interests of such Trust may require. 11.Compensation. Any Benefits Trustee serving hereunder shall be
entitled to receive reasonable compensation for services as determined by
the compensation scheduled regularly published and adopted by the
Benefits Trustee; if there be no schedules, than the compensation shall be
that reasonable compensation for similarly situated Benefits Trustees of
similar Trusts. The Benefits Trustee shall be entitled to reimbursement for
all expenses incurred in the performance of its duties as Benefits Trustee.
Serving in the capacity of Benefits Trustee shall not prevent the Benefits
Trustee from also providing legal, investment or accounting services on
behalf of the Trust or the Trust beneficiaries. If the Benefits Trustee is
providing professional services, the Benefits Trustee shall be entitled to
charge its normal and customary fees for services rendered or to be
rendered and in addition is entitled to be compensated for its services as
Benefits Trustee.
Article Nine. Additional Omnibus Trust Powers
1. Trustees Powers Exercised Without Court Authorization. The powers
granted to the Trustees hereunder in and by this Agreement may be exercised in whole
or in part and from time to time, and without court authorization; and the powers shall be
deemed to be supplemental and not exclusive, it being the Grantor's intention that the
Trustees hereunder shall have all of the general powers of fiduciaries as well as all of
the special powers herein expressly granted; and they shall have all powers incidental
to, reasonably to be implied from or necessary to the proper exercise of, the special
powers herein enumerated (subject, however, to the division of responsibilities between
the Administrative Trustee, the Investment Trustee and the Benefits Trustee
hereunder). If any power is not specifically granted to the Administrative Trustee, the
Investment Trustee or the Benefits Trustee, such power shall be exercisable solely by
the Benefits Trustee. Any dispute between and/or among the Trustees shall be
resolved by the Benefits Trustee.
2. Prudent Person and Prudent Investor Rules Waived. The Investment Trustee
shall not be held to a prudent person rule, prudent investor rule, or any other rule or
law which might otherwise restrict a fiduciary's capacity to make investments, The
Grantor's purpose in granting the foregoing authority is to modify the prudent person
rule, prudent investor rule, or any other rule or law which restricts a fiduciary's ability to
invest insofar as any such rule or law would prohibit an investment or investments
because of one or more factors listed above, or any other factor relating to the nature of
the investment itself. The Grantor does this because the Grantor believes it is in the
best interests of the beneficiaries of the Trusts created hereunder to give the Investment
Trustee broad discretion in managing the assets of the Trusts created hereunder.
Accordingly, the Investment Trustee shall riot be liable for any loss in value of an
investment merely because of the nature of the investment or the degree of risk
presented by the investment. A grossly negligent standard shall apply.
3. Special Trustee Liability Provision. With respect to this Trust and any Trust
created hereunder, no Trustee shall incur any liability by reason of any error of
judgment, mistake of law, or action of any, kind taken or omitted to be taken in
connection with the administration of any Trust created hereunder if in good faith
reasonably believed by such Trustee to be in accordance with the provisions and intent
hereof, except for matters involving such Trustee's own willful misconduct or gross
negligence proved by clear and convincing evidence, Every Trustee designated
hereunder shall not have any fiduciary responsibility to observe, monitor or evaluate the
actions of any other Trustee to this Trust or Trusts created hereunder. Each Trustee
shall be fully indemnified by the Trust Estate against any claim or demand by any Trust
beneficiary or Trust creditor, except for any claim or demand based on such Trustee's
own willful misconduct or gross negligence proved by, clear and convincing evidence.
Expenses incurred by a Trustee in defending any such claim or demand shall be paid
by the Trust Estate in advance of the final disposition of such claim or demand, upon
receipt of an undertaking by or on behalf of such Trustee to repay such amount if it shall
ultimately be determined that such Trustee is not entitled to he indemnified as
authorized by this any paragraph in this Trust and no event shall any Trustee hereunder
be liable for any matter with respect to which he, she or it is not authorized to participate
4. Bond. Except as provided by law, no Trustee shall be required giving any bond.
If, notwithstanding the foregoing direction, any bond is required by any law, statute or
rule of court, no sureties shall be required thereon
5. No Periodic Accounts. No Trustee shall be required to file or render periodic
accounts in or to any court.
6. Right to Examine. The books and records of each Trust created under this
agreement, including all documentation, inventories and accountings, shall be open and
available for inspection by the Grantor and/or the Administrative Trustee, the Investment
Trustee and Benefits Trustee at all reasonable times.
7. Removal and Replacement of Trustees by Grantor. Grantor may remove an
Administrative Trustee, an Investment Trustee and/or Benefits Trustee at any time, with
or without cause, provided Grantor appoints a similar successor Trustee within Thirty
(30) days of said Trustee’s removal. Any Successor Trustee may not be related or
subordinate to Grantor within the meaning of Section 672(c) of the Internal Revenue Code.
8. Resignation of Any Trustee . Any Trustee may resign by giving notice to
Grantor and the remaining Trustees. If Grantor be deceased, then the Notice shall be to
the remaining Trustees. Resignation shall take effect on the date set forth in the notice,
which date shall not be earlier than thirty (30) days after the date of delivery of the
notice of resignation. Any resigning Trustee shall not be liable or responsible for the act
of any successor Trustee.
9. Appointment of Successor Trustees. In the event that there is no Administrative
Trustee, a successor Administrative Trustee may be designated by the Benefits Trustee
as provided in this Trust. In the event that there is no Investment Trustee, a successor
Investment Trustee may be designated by the Benefits Trustee as provided in this
Trust. In the event that there is no Benefits Trustee, a successor Benefits Trustee may
be designated by the Administrative Trustee as provided in this Trust. Notwithstanding
anything contained herein to the contrary, any Administrative Trustee must be domiciled
in the same jurisdiction as the Administrative Trustee being replaced. If there be no
Trustee in place, then replacement shall occur according to law.
10. Rights and Duties of Successor Trustees. Upon appointment of a successor
Trustee and the assignment, transfer and conveyance of the Trust Estate to such
successor Trustee, and obtaining receipt therefore, the former Trustee shall be released
and discharged from any and all claims, demands, duties and obligations arising out of
this Agreement and the management of the Trust Estate hereunder, excepting only
claims bused upon the Trustee's gross negligence or intentional wrongdoing proved by
cleat and convincing evidence. The successor Trustee shall have all the rights, duties,
powers, discretions and immunities of the original Trustee, including the right to appoint
a successor Trustee. No successor shall he obligated to investigate the acts of a prior
Trustee, except upon written request of any beneficiary, who shall pay the costs thereof.
11. Trustee Immunity Continues After Resignation. The title, powers, duties,
immunities and discretions herein conferred upon the Trustees shall continue after the
termination of each Trust hereby created until final distribution of the particular Trust
Estate.
Article Ten. Trust During Grantor’s Lifetime; Grantor’s Veto
1. Dispositive Provisions During the Life of Grantor. During the lifetime of the
Grantor any property which is directed to be held in accordance with the terms and
conditions set forth in this article shall be held by the Trustees, in Trust. Any property
so directed to be held shall be held in this Trust or in a separate Trust for the following
uses and purposes: to manage, invest and reinvest the same, to collect the income
thereof, and to pay over or apply the net income and principal thereof to such extent,
including the whole thereof, and in such amounts and proportions, including all to one
and to the exclusion of others, and at such time or times as the Benefit Trustee, in the
exercise of the Benefits Trustee sole and absolutely discretion, shall determine. That
property shall be held to or for the benefit of the Grantor, until the death of Grantor
provided, however, that during the life of the Grantor, at least (30) days prior to making
any payment or application of the income or principal to any beneficiary other than the
Grantor, the Benefits Trustee shall advise the Grantor in writing of the Benefits Trustee's
intention to pay over or apply income or principal to a beneficiary other than the Grantor
and the Grantor may veto any such intended payment or application. Said veto shall be
in writing addressed to the Benefits Trustee and informing the Benefits Trustee not to
make the payment or application. If such veto is exercised by the Grantor, the Benefits
Trustee shall not make the intended payment or application to a beneficiary other than
the Grantor.
Article Eleven. Trust After Grantor’s Death
1. Following the Death of Grantor. (Reserved)
2. Remainderman Option to Remain in This Trust. Any of the above stated death
beneficiaries or remainderman may maintain their corpus in this Trust. Or, any
fractional amount and/or 100% of the corpus and income left to them as remainderman
may be paid out to them upon at Trustees' discretion. They may not maintain property
in this Trust past their natural demise; said property shall be paid to their Estate and or
according to the terms of their, Last Will and Testament.
3. Property Outside of This Trust. (Reserved)
Article 12. Miscellaneous Provisions
1. Additional Contributions Provision. Any individual or entity may at any time and
from time to time transfer and deliver, or may bequeath or devise by Last Will and
Testament, to the Trustee cash, good funds or other property acceptable to the Trustee
which shall thereupon become a part of the Trust Estate and shall be held, administered
and disposed of by the Trustee in all respects subject to the provisions of this
Agreement,
2. Disclaimer. Any beneficiary of any Trust created hereunder, in addition to any
rights conferred on him or her by Nevada law or any other state or federal law, is
authorized at any time within nine (9) months after the date of this Agreement, and with
respect to any additional property placed in Trust hereunder within nine (9) months after
such addition, to make a qualified disclaimer.
3 Receipt. The Trustee(s) acknowledge the receipt from the Grantor of the property
set forth in the annexed Schedule and accepts the Trusts hereby created upon the
terms set forth herein.
4. No Relation to Grantor. No Trustee to this Trust is related or subordinate to
Grantor within the meaning of Section 672(c) of the Internal Revenue Code. No Trustee
or Successor Trustee shall serve in conflict with Section 672(c) of the Internal Revenue
Code.
5. Application to Successors. This Agreement shall extend to and be binding upon
the executors, administrators and assigns of the Grantor and upon the successors to
the Trustee(s).
6. Headings. The headings used in this Agreement are for convenience only and
shall not be relied upon in order to construe this Agreement.
7. Counterparts. This Agreement may be executed in counterparts and such
counterparts taken together shall constitute a single instrument which shall be binding to
upon the executors, administrators and assigns of the Grantor and upon the successors
to the Trustee(s).
8. Governing Law. Nevada Law shall control all interpretations of this Trust without
regard to any state's conflict of laws provision.
IN WITNESS THEREOF, the undersigned Grantor and Trustees have each
executed this Agreement as of the date first above written.
_________________________
(Administrative Trustee)
______________________________ By: __________________________
(Printed Name of Grantor) ___________________________
______________________________ (Printed Name of Officer and Title)
(Signature of Grantor) ___________________________
(Signature of Officer)
_____________________________
(Investment Trustee)
By: ______________________________
______________________________
(Printed Name of Officer and Title)
______________________________
(Signature of Officer)
STATE OF NEVADA
COUNTY OF __________________ The foregoing instrument was acknowledged before me this ________________
(date) by ___________________________ (Name of Grantor) .
SEAL _________________________
(Printed Name of Notary
Public)
_________________________
(Signature of Notary Public)
STATE OF NEVADA
COUNTY OF __________________The foregoing instrument was acknowledged before me this _______________
(date) by _________________________________ (Name of Officer of
Investment Trustee) , the President of _________________________ (Investment
Trustee) , a Nevada Corporation, on behalf of the Corporation.
SEAL _________________________
(Printed Name of Notary
Public)
_________________________
(Signature of Notary Public)
STATE OF NEVADA
COUNTY OF __________________ The foregoing instrument was acknowledged before me this ________________
(date) by __________________________ (Name of Officer Administrative Trustee)
the President of ___________________________ (Administrative Trustee), a
Nevada Corporation, on behalf of the Corporation
SEAL _________________________
(Printed Name of Notary
Public)
_________________________
(Signature of Notary Public)
