Provisions For All Trusts

Conflicts of interest may arise by virtue of the powers granted to the Trustee in this Trust Agreement.  The Trustee is therefore expressly exempted from the adverse operation of any rule of law that might otherwise apply to the Trustee in the performance of its fiduciary duties by reason of a conflict of interest.  Notwithstanding any duty otherwise existing hereunder or at law or in equity, the Trustee shall have no greater burden to justify its acts as a fiduciary by reason of a conflict of interest than it would have in the absence of any conflict.

The Trustee is authorized, without notice to or consent by any beneficiary or court and without any disclosure otherwise required pursuant to 12 Del. C. § 3312(c) or other applicable law, to:

a. Engage any Affiliate to act as agent of or render services to the Trust;

b. Delegate discretionary authority to any Affiliate; and

c. Pay customary fees and compensation to such Affiliate without reduction of any compensation paid to the Trustee.  To the extent permitted by local law, this provision is intended to be a specific override of any contrary provision of law prohibiting such additional fees or otherwise requiring either a reduction in the Trustee's compensation or investment advisory or other fees or commissions or an election between such compensation and such additional fees or commissions.

Subject to the Investment Advisor's direction with respect to any investment powers set forth below, the Trustee, and any Affiliate appointed by the Trustee, is hereby authorized:

a. To appoint one or more Affiliates to manage in its or their sole discretion the investment of all or any portion of the Trust's assets or to provide non-discretionary investment advice;

b. To appoint one or more Affiliates to act as custodian of all or any portion of the Trust's assets and, in connection with such appointment, to cause such assets to be held in any jurisdiction by or in the name of any nominee of the Trustee or an Affiliate;

c. To engage one or more Affiliates to provide trust administration or recordkeeping services for the Trust;

d. To use, engage or hire any Affiliates as broker, dealer, principal or agent in the purchase or sale of stocks, bonds or other securities or property for the account of the Trust;

e. To purchase from or sell to any Affiliate any stock, bonds or other securities or property and to engage in agency cross transactions with any Affiliate, in each case at such price and upon such terms as the Trustee and such Affiliate may deem advisable;

f. To invest any funds in the Trust in any stocks, bonds, or other securities or property, real or personal, or whatsoever kind or nature, which may be distributed, underwritten, managed or issued by or through an Affiliate, and from which an Affiliate may receive fees or other compensation including carried interest or other profit participation payments;

g. To make any investment or enter into any transaction which may directly or indirectly benefit any Affiliate or in which any Affiliate has an interest; and

h. To grant proxies to any Affiliate or to exercise any voting or consent rights pertaining to any securities or other property held in the Trust in a manner which may directly or indirectly benefit or advance the interests of any Affiliate.

The trusts created hereunder shall be perpetual to the fullest extent permitted by Delaware law.  If any trust created hereunder is deemed to be subject to the law of a jurisdiction that has a rule against perpetuities or similar rule which limits the period during which property can be held in trust, then such trust (other than a trust created by the exercise of a power of appointment conferred hereunder which exercise commences a new rule against perpetuities period under the law of such jurisdiction) shall terminate in all events upon the expiration of the longest period that property may be held in trust under this Trust Agreement under the law of such jurisdiction (including any applicable period in gross, such as 21 years, 90 years or 110 years); provided, however, that if the jurisdiction has a rule against perpetuities or similar rule which applies only to certain types of property, such as real property, the provisions of this Section shall apply only to such property.  If under the law of such jurisdiction the longest period that property may be held in trust may be determined (or alternatively determined) with reference to the death of the last survivor of a group of individuals in being upon the date of this Trust Agreement, those individuals shall consist of _____________________.

As used in this Trust Agreement, the terms below shall have the following meanings.

1. Advisor.  An “Advisor” shall mean any Investment Advisor or Distribution Advisor acting from time to time.
2. Affiliate.  Any corporation, partnership, limited liability company or other entity that is a subsidiary or affiliate of a Corporate Trustee serving hereunder and/or any individual who is a partner, director, member, manager, officer or employee of any such subsidiary or affiliate, is referred to individually and collectively in this Trust Agreement as the “Affiliate.”
3. Corporate Trustee. The “Corporate Trustee” shall mean the financial institution, trust company, or other entity with fiduciary powers that is acting as a Trustee hereunder.
4. Court with Primary Jurisdiction.  At all times that the situs of a Trust hereunder is Delaware, the court having primary jurisdiction over the Trust shall be the Court of Chancery of the State of Delaware.
5. Current Beneficiary.  A current beneficiary of a Trust hereunder is a beneficiary of such trust who, at the time such determination is to be made, is then eligible to receive distributions of income or principal (whether discretionary or mandatory) from the Trust.
6. Designated Representative.  A Designated Representative is a person acting in the fiduciary role as set forth in Section ___.
7. Distribution Advisor. The Distribution Advisor is the person with certain distributive powers acting in a fiduciary capacity as set forth in Section ___.
8. Investment Advisor.  The Investment Advisor is the person with certain investment powers acting in a fiduciary capacity as set forth in Section ___.
9. Special Assets. "Special Assets" are (i) any assets so designated by the Investment  Advisor; and (ii) any other assets so designated by the Corporate Trustee, as to which the Corporate Trustee or any of its Affiliates determines at any time that it is or might be inappropriate or inadvisable for the Corporate Trustee to accept, have discretion over, dispose of or otherwise control or act with respect to, provided that no such designation shall be deemed to be an exercise of the Corporate Trustee's power, authority, control over or discretion with respect to such assets.
10. Trust.  The term “Trust” shall include any trust created under this Trust Agreement.
11. Trust Protector. The Trust Protector is the person with certain powers acting in a fiduciary capacity as set forth in Section ___.
12. Willful Misconduct. "Willful misconduct" shall have the same meaning given to such term in 12 Del. C. § 3301(g), as proven by clear and convincing evidence in the court then having primary jurisdiction over the Trust.