Other Advisor Provisions

No Advisor shall be under any duty to inquire into or to ensure the performance by Trustee of its duties.  No Advisor shall be liable hereunder for any action taken or failure to act absent proof that the Advisor personally engaged in willful misconduct or gross negligence.

No successor Trustee shall be required to examine the acts of any prior Trustee, and any successor Trustee shall be responsible only for those assets which are actually delivered to such Trustee.  After the transfer and delivery of the property held in such trust to a successor Trustee, the prior Trustee of such trust shall have no further liability or responsibility with respect to such property.

Notwithstanding any otherwise applicable law or in equity, unless the Trustee or an Advisor has written notice of an event affecting the beneficial interests in the Trust, neither the Trustee nor the Advisor shall incur any liability for acting as though such event had not occurred.

1. Trustee Liability. Each person acting as Trustee shall be presumed 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 unless it be proven by clear and convincing evidence in the court then having primary jurisdiction over the trust that such person acted in a manner that constitutes willful misconduct.  Except as otherwise provided in this Trust Agreement, the Trustee shall be personally liable only for its own willful misconduct.  No Trustee shall be liable for making any delegation with reasonable care.  The Trustee shall have no duty to offer to the trust any business opportunities that become available to it, in its individual or corporate capacity or in any other capacity.  The Trustee shall not be liable for its reliance on (i) any apparently valid documents and certifications including, but not limited to, tax reports and other tax information provided to the Trustee by any entity in which the Trust holds an ownership interest; (ii) the opinions of counsel or any accountant or advisor to any trust; and (iii) any valuation of trust assets (including any supporting documentation for such valuation) provided by the Investment Advisor.
2. Trustee Indemnification. Each person acting as Trustee (or any officer, affiliate, director, employee, or agent of a Trustee, each an ("Indemnified Person")) shall be entitled to indemnification from the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, fines, penalties, judgements, amounts paid in settlement, damages, reasonable expenses, and liabilities (including liabilities under state or federal securities or tax laws) of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons, whether in their fiduciary, corporate or individual capacity or otherwise, with respect to the creation, operation, administration or termination of the Trust, the execution, delivery or performance of this Trust Agreement or the transactions contemplated hereby, except as a result of the willful misconduct of such Indemnified Person.
3. Payment of Trustee Expenses. Without limiting the right to indemnification provided in Section __ above, the Trustee's right to indemnification for its Expenses under Section ___ above need not await the resolution of any judicial or nonjudicial proceeding or any judicial determination that such Trustee is entitled to indemnification under this Trust Agreement.  The Trustee shall have the right to have such Expenses advanced from the trust fund [as such Trustee incurs them][on an ongoing and periodic basis] without the approval of any court, party, person, or entity and regardless of whether the Trustee is adverse or nonadverse to an Advisor, the Grantor, any beneficiary or any other interested party of the Trust with respect to such action, proceeding or matter; provided, however, that, if a court of competent jurisdiction subsequently determines that the actions or failure to act of the Trustee constituted willful misconduct or such other standard of liability provided under this Trust Agreement, such Trustee shall repay to the trust fund the amount expended from the trust fund for such Expenses of the Trustee in connection with such action, proceeding or matter.  Such Expenses may include, without limitation, professional fees and expenses of counsel, accountants, and expert witnesses.  This provision shall survive the termination of each such Trustee's services under this Trust Agreement.

1. Appointment of Administrative Trustee. Each trust created under this Trust Agreement shall have its situs as, be governed by the laws of, and be administered in the State of Delaware. The Northern Trust Company of Delaware is hereby appointed as the initial Administrative Trustee (and it or any successor Administrative Trustee who may accept its appointment under this Trust Agreement is referred to as the "Administrative Trustee").  The Administrative Trustee shall act in a fiduciary capacity but shall not be a Trustee or co-Trustee except to the extent and for the limited purposes described in this Section.  Accordingly, no reference in this Trust Agreement to the "Trustee, "co-Trustee" or "Trustees" shall include, or be deemed to refer to, the Administrative Trustee.
2. Administrative Trustee Duties. Notwithstanding anything in this Trust Agreement to the contrary, the Administrative Trustee shall only have the following exclusive duties, which shall all be carried out in the State of Delaware or such other jurisdiction as the Trustees shall, from time to time, select as the situs of the Trust:
   1. To maintain bank accounts, brokerage accounts and other custody accounts which receive Trust income and contributions and from which Trust expenditures and distributions are disbursed.
   2. To maintain storage of tangible personalty and evidence of intangible trust property.
   3. To maintain trust records.
   4. To maintain an office for Trustee meetings and other trust business.
   5. To originate, facilitate and review trust accountings, reports and other communications with the Grantor, any co-Trustees, beneficiaries and unrelated third parties, except as specifically provided otherwise in this Trust Agreement. 
   6. To respond to inquiries concerning the Trust from the Grantor, any co-Trustees, beneficiaries and unrelated third parties.
   7. To execute documents with respect to Trust account transactions.
   8. To retain accountants, attorneys, investment counsel, agents and other advisors in connection with the performance of its duties under this Section, enter into any related service contracts and facilitate the payment for such services from the Trust to any such accountant, attorney, investment counsel, agent and other advisor so retained.
3. Administrative Trustee Directed For All Other Actions. Other than as explicitly set forth above, the Administrative Trustee shall have no duties, obligations, or authority with respect to the Trust or Trust assets.  The Trustee may exercise its powers and perform its duties under this Trust Agreement without obtaining the consent of or consulting with the Administrative Trustee.  The Administrative Trustee shall participate in transactions for which it does not have discretionary authority under this Trust Agreement only upon receiving written direction of the [Advisor/Trustee(s)].  Any such written direction shall be in a form acceptable to the Administrative Trustee and, by providing such written direction, the [Trustee(s)] shall be deemed to have certified to the Administrative Trustee (i) that the actions directed to be taken by the [Advisor/Trustee(s)] are authorized by the Trust Agreement and applicable law, (ii) that the [Advisor/Trustee(s)] 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 [Advisor/Trustee(s)] by the Administrative Trustee shall not cause the Administrative Trustee, in any circumstance, to incur any personal liability, including the payment of any liabilities of the Trust, or cause the Administrative Trustee to make any representation, warranty, covenant, agreement or other obligation in its corporate capacity rather than as the Administrative Trustee of the Trust as a result of such direction, (iv) that the Administrative Trustee shall have no duty, responsibility or authority to inquire into or examine whether the exercise of such power by the [Advisor/Trustee(s)] is authorized by the Trust Agreement or applicable law, and (v) that the [Advisor/Trustee(s)] shall hold the Administrative Trustee harmless and indemnify the Administrative 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 [Advisor/Trustee(s)].
4. Resignation of Administrative Trustee. The Administrative Trustee may resign at any time and for any reason by delivering an acknowledged instrument to that effect to the Trustee and to the Grantor or, after the Grantor's death or incapacity, to each adult current beneficiary of the Trust, or if none, to the parent or legal guardian of each minor current beneficiary of the Trust.  Such resignation shall state the effective date.
5. Removal of Administrative Trustee.  The Administrative Trustee may be removed or replaced at any time, with or without cause, by the Grantor or, upon the Grantor's death or incapacity, by a majority in number of the adult current beneficiaries of the Trust or, if none, by a majority in number of the minor current beneficiaries (each such beneficiary acting through such beneficiary’s parent or legal guardian) of the Trust.  If, upon the removal of the Administrative Trustee, no successor Administrative Trustee designated by this Trust Agreement qualifies to act, the individuals who remove such Administrative Trustee shall appoint a successor Administrative Trustee (other than the Grantor); provided, however, that such successor Administrative Trustee may not be related or subordinate to the person or persons making such appointment, within the meaning of § 672(c) of the Internal Revenue Code.
6. No Duty to Inquire or Monitor. Notwithstanding any provision in this Trust Agreement to the contrary, the Administrative Trustee shall have no duty or responsibility (i) to inquire into or examine whether any actions directed to be taken by the [Advisor/ Trustee(s)] are authorized by the Trust Agreement or applicable law or result in any adverse tax consequence to the Trust, the Grantor(s) of the Trust or any beneficiary of the Trust, or (ii) to monitor or otherwise confirm that the [Advisor/Trustee(s)] is complying with such [Advisor’s/Trustee’s] duties under this Trust Agreement.  The Administrative Trustee shall have no duty to monitor the conduct of the [Advisor/Trustee], provide advice to the [Advisor/Trustee] or consult with the [Advisor/Trustee] or communicate with or warn or apprise any beneficiary or third party concerning instances in which the Administrative Trustee would or might have exercised its own discretion in a manner different from the manner directed by the [Advisor/Trustee].
7. No Liability for Directed Actions.  Whenever, pursuant to the terms of this Trust Agreement, the Administrative Trustee acts or takes no action pursuant to the direction of any person authorized by the terms of this Trust Agreement to direct the Administrative Trustee as to any particular matter, then notwithstanding any other provision of this Trust Agreement or otherwise existing provision of law or in equity, and pursuant to 12 Del. C. § 3313, § 3302(e), and § 3586, the Administrative 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 Administrative Trustee's good faith reliance on the provisions of this Section __ or any other provision of this Trust Agreement concerning decisions by the [Advisor/Trustee]; (ii) any act or failure to act by the [Advisor/Trustee]; (iii) acting on or implementing any direction of the [Advisor/Trustee]; 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 [Advisor/Trustee], or act or failure to act by the Administrative Trustee in accordance with the direction of the [Advisor/Trustee], unless the Administrative Trustee has acted with willful misconduct.
8. Administrative Trustee Liability.  An Administrative Trustee shall not be personally liable for making any delegation that is authorized under this Trust Agreement, nor for any action taken without such Administrative Trustee's express agreement, nor for any failure to act absent willful misconduct.  The Administrative Trustee shall not be liable for relying absolutely on (i) any apparently valid documents and certifications including, but not limited to, tax reports and other tax information provided to the Administrative Trustee by any entity in which the trust fund holds an ownership interest; (ii) the opinions of counsel or any accountant to any trust; and (iii) any valuation of Trust assets (including any supporting documentation with respect thereto) provided by the [Advisor][other Trustee(s)].
9. Acts in Fiduciary Capacity. Every act done, power exercised or obligation assumed by the Administrative Trustee pursuant to the provisions of this Trust Agreement shall be held to be done, exercised or assumed, as the case may be, by the Administrative Trustee acting in a fiduciary capacity and not otherwise, and every person, firm, corporation or other entity contracting or otherwise dealing with the Administrative Trustee shall look only to the funds and property of the Trust for payment under such contract or payment of any money that may become due or payable under any obligation arising under this Trust Agreement, in whole or in part, and the Administrative Trustee shall not be liable in its corporate capacity therefor even though the Administrative Trustee did not exempt itself from such liability when entering into any contract, obligation or transaction in connection with or growing out of the Trust funds and property.
10. Binding Actions. The decision of any Administrative Trustee hereunder with respect to the exercise or nonexercise by such Administrative Trustee of any power hereunder, or the time or manner of the exercise thereof, made in good faith, shall fully protect such Administrative Trustee and shall be final, conclusive and binding upon all persons interested in the Trust or the income therefrom.  No Administrative Trustee acting hereunder shall be responsible for any error of judgment or mistake of fact or law.
11. Compensation. [The Administrative Trustee shall be entitled to receive compensation for its services as Administrative Trustee in accordance with any written agreement then in effect between the [Trustee/Advisor] and the Administrative Trustee.  In the absence of such an agreement,], notwithstanding any other provision of this Trust Agreement or otherwise applicable law or in equity,  the Administrative Trustee shall be entitled, without notice to or consent by any beneficiary or court and without any disclosure otherwise required pursuant to 12 Del. C. § 3312(c) or otherwise applicable law, to receive compensation for its services under this Trust Agreement in accordance with its schedule of rates published from time to time and in effect at the time the compensation is paid, including minimum fees and additional compensation as stated in this Trust Agreement. Except as required by law, such compensation shall not be reduced by (i) any compensation received by the Administrative Trustee or its Affiliates for providing any of additional services authorized in this Trust Agreement, or (ii) any compensation paid to any other fiduciary or non-fiduciary serving hereunder with respect to a Trust held hereunder. The Grantor recognizes that such Administrative Trustee compensation may exceed the compensation for such services in effect from time to time under the laws of the State of Delaware.
12. No Bond or Security. No bond or other security shall be required for any reason whatsoever of any Administrative Trustee named in or appointed as provided in this Trust Agreement.
13. Northern Trust Acting Solely as Administrative Trustee. Notwithstanding any other provision in this Trust Agreement to the contrary, for so long as The Northern Trust Company of Delaware serves as Administrative Trustee hereunder, it shall serve solely as, and shall have only the duties, obligations and authority of, an Administrative Trustee hereunder.