Trust Fund Assignment Agreement

TRUST FUND ASSIGNMENT AGREEMENT

This Trust Fund Assignment Agreement ("Agreement") is made and entered into this day of , , by and between Assignor Name: , in its capacity as Trustee of the trust identified below, with principal address at (the "Assignor"), and Assignee Name: , with principal address at (the "Assignee").

RECITALS

WHEREAS, Assignor is Trustee of the trust known as , established on (the "Trust"), and holds certain trust funds and assets described herein.

WHEREAS, Assignor holds title to or control over the fund described as:

The total amount attributable to the described fund subject to this Assignment is $ .

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all right, title and interest in and to such trust fund on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the trust fund described above, together with any income, interest, dividends and proceeds related thereto (collectively, the "Assigned Fund"), to be effective as of the Effective Date set forth above.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment made by Assignor, Assignee shall pay or deliver to Assignor the consideration described below, receipt of which Assignor acknowledges as sufficient:

2.2 Application of Consideration. The parties agree that the consideration shall be applied and allocated in accordance with the Trust instrument and applicable law.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Assignee that: (a) Assignor is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (b) the Trust instrument grants Assignor the authority to assign the Assigned Fund or, to the extent such authority is required, Assignor has obtained all consents and approvals necessary to effectuate the transfer; (c) the Assigned Fund is free and clear of any liens, encumbrances, security interests, or adverse claims except as disclosed in writing to Assignee prior to the Effective Date; and (d) there are no pending or threatened claims, actions, suits or proceedings affecting the Assigned Fund that would impair Assignor's ability to transfer the Assigned Fund as contemplated by this Agreement.

3.2 Assignee Representations. Assignee represents and warrants to Assignor that Assignee has the power and authority to accept the assignment, that Assignee is not insolvent, and that acceptance will not violate any agreement or obligation binding on Assignee.

4. COVENANTS

4.1 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as are reasonably necessary to carry out the purposes and intent of this Agreement and to effectuate the assignment and transfer of the Assigned Fund.

4.2 No Alteration of Trust Terms. Except as expressly set forth in this Agreement, nothing in this Agreement shall be construed to amend the Trust instrument or to alter the fiduciary duties of Assignor with respect to other trust property not the subject of this Assignment.

5. CONDITIONS PRECEDENT

5.1 Conditions Precedent. The obligations of the parties under this Agreement are subject to the satisfaction (or waiver by the party for whose benefit the condition exists) of the following conditions precedent: (a) receipt by Assignor and Assignee of all consents, approvals and authorizations required by the Trust instrument or applicable law to effectuate the transfer; and (b) delivery of instruments of transfer and such other documentation as may be reasonably required by the parties to evidence the transfer.

6. TRANSFER MECHANICS

6.1 Manner of Transfer. The assignment shall be effected by delivery of executed assignment instruments and, where applicable, by delivery of control documents, endorsements, or written instructions to custodians or account holders identified for the Assigned Fund. Assignor shall cooperate with Assignee and any third party custodian to effect the transfer in a timely manner.

6.2 Account or Reference. Account or reference number (if applicable):

7. INDEMNIFICATION

7.1 Indemnity by Assignor. Assignor shall indemnify, defend and hold harmless Assignee from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement or any act or omission by Assignor prior to the Effective Date that relates to the Assigned Fund.

7.2 Indemnity by Assignee. Assignee shall indemnify, defend and hold harmless Assignor from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of Assignee's acceptance of the Assigned Fund or any breach of Assignee's representations and warranties.

8. TAXES

8.1 Tax Liability. Unless otherwise expressly provided herein, any and all taxes, transfer fees or governmental charges (other than income taxes of the respective parties) imposed with respect to the assignment or transfer of the Assigned Fund shall be borne by .

9. NOTICES

9.1 Notice Addresses. All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered to the respective parties at the addresses set forth below (or at such other address as a party may designate by notice in accordance with this Section).

9.2 Method of Notice. Notices shall be effective upon receipt if delivered personally, by nationally recognized overnight courier, or upon two (2) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

10. GOVERNING LAW

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

11.1 Entire Agreement. This Agreement, together with the ancillary documents executed contemporaneously herewith, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations and understandings, whether written or oral.

12. SEVERABILITY

12.1 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof.

13.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission (including PDF) shall be effective as originals.

14. MISCELLANEOUS

14.1 Assignment of Rights. Except as otherwise provided herein, the rights and obligations of a party under this Agreement shall not be assigned without the prior written consent of the other party; provided, however, that Assignee may assign its rights to an affiliate or successor by operation of law upon notice to Assignor.

14.2 Survival. The representations, warranties, indemnities and covenants contained in this Agreement shall survive the execution and delivery of this Agreement to the extent provided herein.

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