Investment Advisor Provisions

A. Appointment of Investment Advisor. In reliance on the provisions of 12 Del. C. § 3313, the Grantor hereby appoints __________________________ (the "Investment Advisor") as Investment Advisor.  If at any time __________________ is unwilling or unable to act, then the Investment Advisor of such trust shall be such individual or entity appointed by __________________.  By accepting an appointment to serve or act hereunder, such Investment Advisor (or any successor Investment 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 Investment Advisor.  The Investment Advisor shall exercise the Investment Advisor's functions in a fiduciary capacity and in a manner that the Investment Advisor reasonably believes to be in accordance with the purposes of this Trust Agreement.  The Investment 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, and in the absence of such proof the Investment Advisor shall not be liable for loss arising from depreciation or reduction in value of any property authorized to be held or acquired.  Each successor Investment Advisor shall have all of the powers and discretions conferred in this Trust Agreement upon the original Investment Advisor.

B. Directed as to All Investments. [USE EITHER (B) OR (C)] Notwithstanding any other provision of this Trust Agreement, so long as an Investment Advisor is acting, the Trustee shall act with respect to any matters relating to the management and investment of Trust assets only upon the written direction of the Investment Advisor.  The Trustee shall exercise the powers granted to it under this Trust Agreement, by statute or by other applicable law, including (but not limited to) (i) buying, selling, retaining, managing, leasing, exchanging, borrowing, leveraging, lending, guaranteeing, mortgaging, pledging, encumbering or otherwise disposing of or acquiring property held in any trust hereunder, (ii) participation in voting trusts, incorporations, reorganizations, consolidations, liquidations, mergers or divisions, (iii) the acquisition, creation and/or retention of partnerships (whether general, limited or otherwise), limited liability companies, corporations, statutory or business trusts or other business enterprises or entities (including the transfer of any portion of the Trust estate to any such enterprise or entity) and the management of such partnerships, limited liability companies, corporations, statutory or business trusts or other business enterprises or entities, (iv) voting and exercising all rights of an equity holder, shareholder, partner, member or manager of any entity or enterprise owned (in whole or in part) or managed, directly or indirectly, by the Trust, including without limitation, subscription, conversion, option and similar rights, and (v) opening accounts of the Trust or an entity owned, in whole or in part, by the Trust, only upon receiving the written direction of the Investment Advisor of such Trust.  The Trustee shall have no other duties to the Trust, the beneficiaries of the Trust or the Investment Advisor relating to the exercise of such powers and the Trustee shall have no authority with respect to any action or inaction as to any asset held in any Trust under this Trust Agreement except as may be necessary from time to time to carry out the directions of the Investment Advisor.

C. Directed as to Special Assets. [USE EITHER (B) OR (C)] Notwithstanding any other provision in this Trust Agreement, in the case of “Special Assets” (as defined herein) held in any trust hereunder, the Trustee of such trust shall act with respect to any matters relating to the management and investment of such Special Assets only upon receiving the written direction of the Investment Advisor of such trust. The Trustee shall exercise the powers granted to it under this Trust Agreement, by statute or by other applicable law, relating to (i) the buying, selling, retaining, managing, leasing, exchanging, borrowing,  leveraging, lending, guaranteeing, mortgaging, pledging, encumbering or otherwise disposing or acquiring of Special Assets, (ii) the voting and exercising of all rights of an equity holder or member or manager of any entity, interests in which are considered Special Assets, which is owned (in whole or in part) or managed, directly or indirectly, by any trust hereunder, including, without limitation, subscription, conversion, option and similar rights and the execution of proxies, consents to action and similar documents, (iii) the opening of accounts for any Special Asset or for any entity, interests in which are considered Special Assets, which is owned, in whole or in part, by any trust hereunder, and (iv) any other actions to be taken with respect to Special Assets, only upon receiving the written direction of the Investment Advisor of such Trust. The Trustee shall have no other duties to the Trust, the beneficiaries of the Trust or the Investment Advisor relating to the exercise of such powers over the Special Assets and the Trustee shall have no authority with respect to any action or inaction as to any Special Asset held in any Trust under this Trust Agreement except as may be necessary from time to time to carry out the directions of the Investment Advisor with respect to such Special Assets.

D. Written Directions and Certifications. Any direction of the Investment Advisor shall be in writing, delivered by mail, courier, facsimile transmission, electronic mail, or otherwise in such form acceptable to the Trustee and to such address as the Trustee may specify from time to time by written instruction to the Investment Advisor.  By providing such written direction, the Investment Advisor shall be deemed to have certified to the Trustee (i) that the actions directed to be taken by the Investment Advisor are authorized by the Trust Agreement and applicable law, (ii) that the Investment Advisor has considered and/or consulted with competent advisors regarding the potential consequences of such actions or inactions, including (but not limited to) federal and state tax consequences, (iii) that the implementation of such direction from the Investment Advisor by the Trustee shall not cause the Trustee, in any circumstance, to incur any personal liability, including the payment of any liabilities of the Trust, or cause the Trustee to make any representation, warranty, covenant, agreement or other obligation in its corporate capacity rather than as Trustee of the Trust as a result of such direction, (iv) that the Trustee shall have no duty or responsibility to inquire into or examine whether the exercise of such power by the Investment Advisor is authorized by the Trust Agreement or applicable law, and (v) that the Investment 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 direction by the Investment Advisor.  To the extent that the Investment Advisor delivers a written direction to the Trustee to instruct or authorize any other person, entity or institution to act directly with respect to [Trust assets] [Special Assets] upon the written direction of the Investment Advisor or any other person, entity or institution other than the Trustee, the Trustee shall not be liable for any such direction or for the actions or inactions taken pursuant to any such direction, except to the extent of its own willful misconduct.

E. Other Investment Advisor Duties. With regard to [Trust assets] [Special Assets] and liabilities over which the Investment Advisor has responsibility and in addition to the Investment Advisor's duties under this Trust Agreement, the Investment Advisor shall have the duty (i) to confirm to the Trustee, in writing, the value of [Trust assets] [Special Assets] and liabilities at least annually and upon request by the Trustee, (ii) to direct the Trustee with respect to any representation, warranty or covenant required to be made in order to maintain any [investment] [Special Asset] held in the Trust, (iii) to direct and instruct the Trustee on future actions, if any, to be taken with respect to such representations, warranties and covenants and (iv) to direct the Trustee to sign agreements and any other documentation required in connection with the management and investment of [Trust assets] [Special Assets].  The Trustee shall be entitled to rely upon the valuation provided by the Investment Advisor for all purposes in administering the Trust, without incurring any liability to any person, including any beneficiary of a Trust hereunder, and shall be under no obligation to inquire or to make any independent verification of the information provided to the Trustee by the Investment Advisor.  Notwithstanding the foregoing, the Trustee shall have no duty under this Trust Agreement to request a valuation at any time, including upon the Investment Advisor's failure to provide an annual valuation.

F. No Investment Advisor Acting. If at any time during the continuance of the Trust (i) no successor Investment Advisor is appointed or the designated Investment Advisor fails to accept its appointment in writing within [thirty (30) days] after the resignation, removal, unwillingness or other cessation to serve of the Investment Advisor, or (ii) there shall be no Investment Advisor of the Trust for more than _______ (__) days, then the Trustee may petition the court currently having jurisdiction over the Trust for an order which accepts the resignation of the Trustee and appoints a successor Trustee for the Trust.  The Trustee shall have no liability for the actions or omissions of any successor Trustee of the Trust so appointed by the court. Any successor Trustee so appointed shall have all of the powers and discretions conferred in this Trust Agreement upon the original Trustee. Any and all costs incurred by the Trustee related to such proceeding, including but not limited to attorney's fees and court costs, shall be borne by the Trust. During such time as there is no Investment Advisor serving or qualified to serve under this Trust Agreement, the Trustee shall have no responsibility or duty to exercise any power that would be subject to the direction of the Investment 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.

G. 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 Investment Advisor, which shall include no duty or responsibility of the Trustee to (A) review whether the Investment Advisor is satisfying its responsibilities hereunder, or (B) inquire into or examine whether any actions directed to be taken by the Investment Advisor are authorized by the Trust Agreement or applicable law or result in any adverse tax consequences to the Trust, the Grantor(s) of the Trust or any beneficiary of the Trust;
2. Provide advice to the Investment Advisor or consult with the Investment Advisor; 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 Investment Advisor.

H. Trustee Liability. Pursuant to 12 Del. C. § 3313(b),  § 3302(e), and § 3586, the Trustee shall have no liability under this Trust Agreement 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 investment decisions; (ii) any act or failure to act by the Investment Advisor; (iii) acting on or implementing any direction of the Investment Advisor; or (iv) any loss resulting from any act or failure to act by the Investment Advisor, or act or failure to act by the Trustee in accordance with a direction of the Investment Advisor; unless the Trustee has acted with willful misconduct.  The Trustee and the Investment Advisor shall not be liable for the acts or defaults of each other.

I. Tax Provisions

1. Trustee Reliance on Tax Information. While an Investment Advisor is acting, the Trustee shall be entitled to rely without independent verification on all information provided to it by any one or more of (a) the Investment Advisor; (b) the companies or entities in which the Trust owns an interest; and (c) other entities from which the Trust receives a K-1; and (d) the officers, directors, agents, affiliates, successors and assigns of such parties, in the preparation of tax returns for the Trust.  The Trustee shall have no liability to the Trust or to any beneficiary of the Trust for any loss, including but not limited to any addition to tax, any penalty or interest, or any other liability caused by the Trustee’s reliance on any such information for use in preparing the tax returns which is incorrect, incomplete, delayed or missing.  Neither the Trustee nor any of its employees, directors, agents, successors or assigns shall have any liability for acting in reliance upon any such information in the preparation and filing of any tax return.
2. Reliance on Tax Reporting Positions and Conclusions.  The Trustee shall be entitled to rely without independent verification on tax reporting positions and tax conclusions directed by the Investment Advisor, including without limitation, whether the activities undertaken by the Trust are active or passive, whether any investments constitute “reportable transactions” as defined under the Internal Revenue Code, whether FinCen reporting is required for any foreign bank or investment accounts, and whether any FATCA compliance reporting is required.
3. No Duty to Provide Tax Advice.  The Trustee’s responsibility to provide tax information to the Investment Advisor and to the beneficiaries of the Trust shall not include any duty or obligation to provide advice concerning investment decisions, asset management, or other actions that could be taken by or directed by the Investment Advisor to impact the amount of tax payable by the Trust or any beneficiary.  The Trustee’s obligations to prepare and file tax returns do not constitute an obligation to provide tax planning advice to any party.

J. Investment Advisor Compensation

1. No Compensation for Investment Advisor.  No Investment Advisor shall be entitled to receive any compensation for serving hereunder.  However, each Investment 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 Investment Advisor (including, without limitation, reasonable attorney fees and investment-counsel fees).

OR

1. Investment Advisor Compensation.  Each Investment 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 Investment 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 Investment Advisor (including, without limitation, reasonable attorney fees and investment-counsel fees).
   
   [Alternative].  Each Investment 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 Investment 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 Investment Advisor (including, without limitation, reasonable attorney fees and investment-counsel fees).
2. Payment.  The Trustee shall pay out of the income or principal of the Trust or both, as it in its sole discretion determines, the [compensation,] charges and expenses of each of the Investment 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.