Distribution Advisor Provisions

A. Appointment of Distribution Advisor. In reliance on the provisions of 12 Del. C. § 3313(a), the Grantor hereby appoints ________________________ as the initial Distribution Advisor.  If at any time __________________ is unwilling or unable to act, then the Distribution Advisor of such trust shall be such individual or entity appointed by __________________.  By accepting an appointment to serve or act hereunder, such Distribution Advisor (or any successor Distribution Advisor) shall be deemed to have consented to submit to the jurisdiction of each court in which jurisdiction and venue are proper to review the administration of the Trust and to be made parties to any proceedings in each such court that place in issue the decisions or actions of the Distribution Advisor.  The Distribution Advisor shall exercise the Distribution Advisor's functions in a fiduciary capacity and in a manner that the Distribution Advisor reasonably believes to be in accordance with the purposes of this Trust Agreement.  The Distribution Advisor shall be deemed to have acted within the scope of its authority, to have exercised reasonable care, diligence and prudence, and to have acted impartially as to all persons interested unless the contrary be proven by affirmative clear and convincing evidence  Each successor Distribution Advisor shall have all of the powers and discretions conferred in this Trust Agreement upon the original Distribution Advisor.

B.  Directed as to Distributions. Notwithstanding any other provision of this Agreement, so long as a Distribution Advisor is acting, the Trustee shall exercise its power to make discretionary distributions of net income and/or principal under this Trust Agreement or under applicable law, only upon and in accordance with the written direction of the Distribution Advisor.  The Trustee shall make only such distributions of net income and/or principal as the Distribution Advisor directs or that are non-discretionary and mandated by the terms of the Trust Agreement.

C. Written Directions and Certifications. Any direction of the Distribution Advisor shall be in writing, delivered by mail, courier, facsimile transmission, electronic mail, or otherwise in such form as is acceptable to the Trustee and to such address as the Trustee may specify from time to time by written instruction to the Distribution Advisor.  By providing a written direction, the Distribution Advisor shall be deemed to have certified to the Trustee (i) that the actions directed to be taken by the Distribution Advisor are authorized by the Trust Agreement and applicable law, (ii) that the Distribution Advisor has considered and/or consulted with competent Advisors regarding the potential consequences of such actions, including (but not limited to) federal and state tax consequences, (iii) that the implementation of such direction from the Distribution Advisor by the Trustee shall not cause the Trustee, in any circumstance, to incur any personal liability, (iv) that the Trustee shall have no duty or responsibility to inquire into or examine whether the actions directed to be taken by the Distribution Advisor are authorized by the Trust Agreement or applicable law, and (v) that the Distribution Advisor shall hold the Trustee harmless and indemnify the Trustee out of Trust assets for any claims, losses, damages and costs (including reasonable attorneys' fees) arising out of or relating to such certification by the Distribution Advisor.

D.  Limitation on Beneficiary as Advisor. Notwithstanding any other provision of this Trust Agreement, if at any time a beneficiary of a trust created by or pursuant to this Trust Agreement is serving as Distribution Advisor of such trust, then, to the extent that the discretion to be exercised by the Distribution Advisor is not limited by the other terms of the Trust Agreement to an ascertainable standard, such beneficiary serving as Distribution Advisor may only exercise the authority conferred pursuant to the terms of this Trust Agreement to direct the Trustee to distribute income and/or principal of the Trust to such beneficiary and such beneficiary’s descendants for the health, education, maintenance or support of such beneficiary and descendants. In addition, such beneficiary may not direct the Trustee to distribute income or principal to such beneficiary’s descendants if doing so would discharge a legal obligation of such beneficiary.

E. No Distribution Advisor Acting. If no appointment of a successor Distribution Advisor is made within thirty (30) days after the resignation, removal, unwillingness or other cessation to serve of the Distribution Advisor, then the Trustee may petition the court currently having jurisdiction over the Trust to appoint a successor Distribution Advisor to serve, and any and all costs related to such proceeding, including but not limited to attorneys' fees and court costs, shall be borne by the Trust.  During such time as there is no Distribution Advisor serving hereunder, the Trustee shall have no responsibility or duty to exercise any power that would be subject to the direction of the Distribution Advisor if one were acting and shall not be held liable for any act or omission relating to the exercise or non-exercise of such powers.

F. No Duty to Inquire or Monitor. As provided in 12 Del. C. § 3313(e), the Trustee shall have no duty or responsibility to:

1. Monitor the conduct of the Distribution Advisor, which shall include no duty or responsibility of the Trustee to (A) review the beneficiaries' needs or requests for income or principal distributions, (B) review whether the Distribution Advisor is satisfying its responsibilities hereunder, or (C) inquire into or examine whether any actions directed to be taken by the Distribution Advisor are authorized by the Trust Agreement or applicable law or whether there may be adverse tax consequence of any such actions;
2. Provide advice to the Distribution Advisor or consult with the Distribution Advisor (whether by making recommendations with respect to distributions, their impact on the likely duration of the Trust, on their equality or impartiality among the beneficiaries or otherwise); or
3. Communicate with or warn or apprise any beneficiary or third party concerning instances in which the Trustee would or might have exercised the Trustee’s own discretion in a manner different from the manner directed by the Distribution Advisor.

G.  Trustee Liability. Pursuant to 12 Del. C. § 3313(b), § 3302(e) and § 3586, the Trustee shall incur no liability to any Trust beneficiary or any other person whose interest arises under this Trust Agreement for: (i) the Trustee's good faith reliance on the provisions of this Section __ or any other provision of this Trust Agreement concerning distribution decisions; (ii) any act or failure to act by the Distribution Advisor; (iii) acting on or implementing any direction of the Distribution Advisor; or (iv) any loss to the Trust or any claim by a beneficiary of inequality, partiality or unreasonableness resulting from any act or failure to act by the Distribution Advisor, or act or failure to act by the Trustee in accordance with the direction of the Distribution Advisor, unless the Trustee has acted with willful misconduct.  The Trustee and the Distribution Advisor shall not be liable for the acts or defaults of each other.   

H.  Distribution Advisor Compensation.

1. No Compensation for Distribution Advisor.  No Distribution Advisor shall be entitled to receive any compensation for serving hereunder.  However, each Distribution Advisor of each trust hereunder shall be entitled to be reimbursed from the income or principal of such trust for reasonable expenses incurred as such Distribution Advisor (including, without limitation, reasonable attorney fees).

OR

1. Compensation for Distribution Advisor.  Each Distribution Advisor shall be entitled to reasonable compensation based on such Advisor’s normal hourly rate at such Advisor’s principal place of business, as that hourly rate may be determined from time to time.  In addition to such compensation, each Distribution Advisor of each trust hereunder shall be entitled to be reimbursed from the income or principal of such trust for reasonable expenses incurred as such Distribution Advisor (including, without limitation, reasonable attorney fees).
   
   [Alternative]  Each Distribution Advisor shall be entitled to reasonable annual compensation in the amount of _____ basis points, calculated using the value of the trust assets as of the end of the preceding calendar year.  In addition to such compensation, each Distribution Advisor of each trust hereunder shall be entitled to be reimbursed from the income or principal of such trust for reasonable expenses incurred as such Distribution Advisor (including, without limitation, reasonable attorney fees).
2. Payment.  The Trustee shall pay out of the income or principal of a Trust or both, as it in its sole discretion determines, the [compensation,] charges and expenses of each of the Distribution Advisors acting for such Trust and, notwithstanding any duty otherwise existing at law or in equity, shall have no obligation to inquire into the reasonableness of any such charges or expenses.