ESTATE SETTLEMENT

Advisor Directed Trust—Standard Trust Language ------------------------These provisions are intended for distribution to and use by licensed attorneys only and do not constitute estate planning or other legal advice. PROVISIONS FOR SPECIAL CIRCUMSTANCES: IF THIS IS A SPECIAL NEEDS TRUST, PLEASE INCLUDE THE FOLLOWING IN THE DOCUMENT: This Trust is intended to be a “Supplemental Needs Trust” interpreted to conform to federal law, including 42 USC 1396(p), and any and all applicable and similar state statutes. In furtherance thereof, is named as Trust Protector of this Trust. The duties of the Trust Protector are: 1) to ensure that the Trust qualifies and continues to qualify as a “Supplemental Needs Trust” within the meaning of the aforementioned federal and state authority and the Trust Protector alone shall have the right and duty to amend or reform this document if necessary; 2) to assure the Trustee upon Trustee’s request that a specified distribution to be made by FTB&T does not disqualify the Trust or its beneficiary from federal or state assistance, create a period of ineligibility for Medicaid or cause the assets of the Trust to be deemed available to the beneficiary or “countable” resources disqualifying the Trust as a “Supplemental Needs Trust.” The above named Trust Protector may resign as Trust Protector effective only upon the appointment of a Successor Trust Protector appointed by the resigning Trust Protector, FTB&T or a court of competent jurisdiction. Any successor Trust Protector shall not be liable for the acts of the predecessor and shall have all authority and responsibility of the original Trust Protector. The Trust Protector shall be reimbursed at the cost and expense of the Trust for any advice, counsel or assistance rendered to FTB&T in accordance with 2 above and for all costs and expenses necessary for action in accordance with 1 above. IF THE TRUST HOLDS OR MAY HOLD REAL ESTATE, PLEASE INCLUDE THE FOLLOWING IN THE DOCUMENT: In the event that the trust holds any real property at the time FTB&T is asked to serve as trustee, that property, as with all assets in the trust, is under the investment direction of the Investment Advisor. FTB&T requires that the property be insured under its Master Trust policy. 495410-1 Title to said property will be held by FTB&T as trustee and FTB&T as trustee will pay from the trust the insurance for the property and the property taxes. All other duties, including without limitation, maintenance and upkeep, engaging real estate agents for listing or sale of the property , are investment management activities which shall be undertaken by the Investment Advisor, but may, by agreement with the Investment Advisor, be undertaken by the owner occupant of the property or by a third party. IF THIS IS A REVOCABLE TRUST OR IF THIS TRUST WILL HOLD OR RECEIVE ASSETS DURING A RELATED ESTATE SETTLEMENT, PLEASE INCLUDE THE FOLLOWING IN THE DOCUMENT: The grantor/testator appoints ____________ , who shall be responsible for performing all tasks relating to the estate’s/trust’s administration, which shall include, but shall not be limited to, the following: Identifying, locating, marshaling, valuing, protecting and insuring all of the estate’s/trust’s assets; raising and determining the estate’s/trust’s cash requirements; paying decedent’s funeral expenses, debts, taxes and reasonable administration expenses; determining validity of claims; preparing and filing all necessary tax returns; preparing and filing the Estate’s Federal and State estate/inheritance and fiduciary income tax returns and any other returns required; making any tax elections and tax allocations that may be required; satisfying all specific or demonstrative dispositions that are made under the Will or Trust Agreement; any post mortem income tax planning with respect to the timing of distributions to continuing trusts; preparing and filing a formal inventory of the estate’s assets, if necessary; selling real estate and other assets; and making any other decisions or distributions in furtherance of decedent’s intent under the terms of the Will or Trust Agreement. FTB&T’s discretionary authority shall begin after the trusts set forth in the Will or main trust are actually created in their own right and funded. During this estate settlement process, FTB&T can hold the trust assets (and the Investment Advisor can manage them) while the named advisor is taking care of these matters. During this time, FTB&T will make distributions solely upon the direction of the advisor. If no such advisor is named, or if the named advisor is unable or unwilling to serve, FTB&T will retain such a person at the trust’s expense upon assuming trusteeship. WHERE FTB&T IS BEING NAMED TO SERVE AS A SUCCESSOR TRUSTEE AT A FUTURE DATE, THE FOLLOWING MUST BE INSERTED IN THE DOCUMENT: Franklin Templeton Bank & Trust (“FTB&T”), a federal savings bank headquartered in the State of Utah, is Trustor’s (s’) choice as Successor Trustee; provided however, at the time a Successor Trustee is to serve, FTB&T reserves the right to review the Trust document as it then exists and the assets of the Trust, and thereafter to decide to accept or decline appointment as Successor Trustee. If FTB&T accepts appointment as Successor Trustee it shall do so by providing written notice to the then current Trust beneficiaries (“current Trust beneficiaries” being those persons currently entitled through mandatory or discretionary authority to income or principal of the Trust). If FTB&T fails 495410-1 to accept appointment as Successor Trustee within thirty (30) days of being notified of the circumstances giving rise to the need for a Successor Trustee together with receipt of a true and complete copy of the Trust document, including all amendments, and a true and complete list of its current assets, FTB&T shall be deemed to have declined appointment as Successor Trustee. Should FTB&T accept appointment as Successor Trustee, the following provisions shall take effect: WHERE FTB&T IS BEING NAMED AS A CO-TRUSTEE (INITIAL OR SUCCESSOR), THE FOLLOWING PROVISION MUST BE INCLUDED IN THE TRUST DOCUMENT: FTB&T and are appointed Co-Trustees of the Trust. The following applies while FTB&T is acting as a Co-Trustee: FTB&T is to use its best efforts to cooperate in reaching a consensus or majority decision of the Co-Trustees and to cooperate in acting or not acting upon such decision. However, if FTB&T disagrees with such decision and so notifies the other Co-Trustee(s), or FTB&T has not participated in such decision, FTB&T, its officers, employees and successors, are released and forever discharged from any and all liability for any action or omission based on such decision, even if such decision and act or omission constitutes a serious breach of trust. Further, the deciding Co-Trustee(s) is to indemnify, defend and hold FTB&T, its officers, employees and successors, harmless from any damages, claims, judgments, demands, suits, costs (including court costs), fees (including without limitation attorneys’ fees incurred with or without suit, on appeal, by way of counterclaim, or otherwise) or liabilities which arise or result or may arise or result from any decision, act or omission of the deciding Co-Trustee(s). REQUIRED LANGUAGE: THIS IS A LEGAL AND BINDING DOCUMENT. THE USE OF THIS LANGUAGE WARRANTS THAT THE PARTIES HAVE OBTAINED INDEPENDENT LEGAL COUNSEL AS TO THE CONSEQUENCES HEREOF While the document is revocable, the Trustor(s) can make the warranties required and have the rights and obligations presented. HOWEVER if this language is to take effect after the death of Trustor(s), or is destined for an irrevocable document, the remaining trust beneficiaries (or some of them) will have to be named to have the rights and obligations presented. PLEASE FILL IN ALL BLANKS. 495410-1 1. [Trustor(s)/Beneficiaries]* warrant and represent that the document(s) presented constitute either originals or true and correct copies of the entire Trust and reflect all current assets of the Trust. 2. [Trustor(s)/Beneficiaries], on behalf of and to bind themselves and all beneficiaries of the Trust, their heirs, representatives, and assigns: A) Appoint Franklin Templeton Bank & Trust (“FTB&T”), a federal savings bank headquartered in the State of Utah, as Trustee of the Trust. Any successor to FTB&T, by reorganization, consolidation, merger, voluntary liquidation, transfer of trust business or otherwise, shall have all powers and authority of FTB&T as Trustee as set forth in the Trust. No bond or court accounting is required of FTB&T. B) (i) Agree FTB&T shall not be responsible or liable for any act or omission of any prior trustee; (ii) agree FTB&T has no duty or obligation to review, investigate, discover or seek redress for any act or omission of any prior trustee; and (iii) voluntarily, knowingly, irrevocably, unconditionally and completely waive, release and forever discharge and hereby agree to indemnify, defend and hold harmless FTB&T, its officers and employees from all rights, claims, demands, interests, actions, debts, damages, judgments, losses, lawsuits, controversies, costs (including court costs), fees (including without limitation attorneys’ fees whether incurred with or without suit, on appeal, by way of counterclaim, in bankruptcy proceedings or otherwise) or liabilities or other rights whatsoever which they, collectively or individually, have or may have by reason of any acts or omissions of any prior (or other) trustee. C) Appoint of as Investment Advisor (that person/entity and any investment Advisor subsequently appointed shall be collectively referred to herein as the “Investment Advisor”) under the provisions of UTAH CODE ANN. §75-7-906. D) Acknowledge and agree that the Investment Advisor is Trustor(s)/Beneficiaries’ choice and that FTB&T has not and will not make any warranties, express or implied, about the expertise, abilities or qualifications of the Investment Advisor. E) Intend that the law of the State of Utah govern all aspects of administration of the Trust. UTAH CODE ANN. §75-7-906 absolutely shall govern responsibility for investments of the Trust. Utah is the situs and place of administration of this Trust. Accordingly, Trustor(s), all beneficiaries of the Trust and the Investment * FOR DRAFTING ATTONEYS: Wherever [Trustor(s)/Beneficiaries] appears in this text, please review the language and modify according to your client’s circumstances. For example, for newly drafted (unsigned) trusts and for revocable trusts where the trustor is still living, it in most cases should read “Trustor(s) during his/her/their lifetime and the then-living current adult beneficiaries thereafter.” For irrevocable trusts to be reformed by application to a court, it will likely simply refer “the then-living current adult beneficiaries.” Please insert the names of any individuals as applicable. 495410-1 Advisor submit to the jurisdiction of the Courts of the State of Utah as to any matter regarding the Trust brought by an interested person. F) Direct FTB&T to act upon the investment direction of the Investment Advisor without question and acknowledge and agree that only the Investment Advisor, and not FTB&T is the sole fiduciary responsible for the investments that the Investment Advisor directs for the Trust. G) Acknowledge and agree that FTB&T is not responsible for any debts, damages, claims, judgments, losses, demands, obligations, causes of action, lawsuits, controversies, deficiencies, penalties, liabilities, costs, expenses or fees incurred as a result of FTB&T’s following the direction of the Investment Advisor and that the Investment Advisor acts as the fiduciary and agent of the [Trustor(s)/ Beneficiaries]. The Investment Advisor acknowledges and agrees to all provisions of this paragraph. 3. Investment Advisor places orders at the risk of the Investment Advisor. Neither [Trustor(s)/ Beneficiaries] nor FTB&T are responsible for any act, omission or error of the Investment Advisor with respect to orders and processing and settling investment transactions, including without limitation, the fact that the Trust has insufficient liquid assets to settle a purchase order. 4. [Trustor(s)/Beneficiaries] has the right to terminate the appointment of the Investment Advisor at any time for any reason. Such termination shall be accomplished by [Trustor(s)/Beneficiaries] notifying both the Investment Advisor and FTB&T in writing. This writing shall include the naming of a successor Investment Advisor who agrees to these provisions. Upon receipt of such notification, the Investment Advisor agrees to immediately cease investment direction for the Trust. Upon receipt of such notification, FTB&T will use its best efforts to preclude the Investment Advisor’s further trading activity and itself will make no trades. [Trustor(s)/Beneficiaries] agree to cause the newly appointed Investment Advisor to agree to all the provisions set forth herein. If [Trustor(s)/Beneficiaries] do not concurrently appoint a new Investment Advisor who agrees to these provisions, FTB&T has the right to resign as Trustee immediately without advance notice. 5. At the death of Trustor(s), FTB&T shall continue to act on the direction of the Investment Advisor until such appointment is terminated by notification in writing by_____________________________ to FTB&T and the Investment Advisor. Upon receipt of such notification, the Investment Advisor agrees to immediately cease providing investment direction for the Trust. Upon receipt of such notification, FTB&T will use its best efforts to preclude the Investment Advisor’s further trading activity and itself will make no trades and FTB&T has the right to resign as Trustee without advance notice. 6. Investment Advisor agrees to indemnify, defend and hold harmless FTB&T, [Trustor(s)/Beneficiaries] from any breach of the duties and responsibilities of the Investment Advisor set forth herein and his/her/its duties as sole investment fiduciary. 495410-1 7. Investment Advisor agrees to prudently manage the Trust’s assets in keeping with the objectives of the Trust and in such a way as to ensure there is adequate liquidity to support both scheduled and unscheduled distributions. Accordingly, [Trustor(s)/Beneficiaries] agree to provide FTB&T five (5) business days advance notice and FTB&T agrees to provide the Investment Advisor five (5) business days advance notice of other than scheduled withdrawals from the Trust. 8. FTB&T shall provide statements of transactions to the [Trustor(s)/Beneficiaries] on a quarterly basis. [Trustor(s)/ Beneficiaries] waive any requirements for written notification from FTB&T of individual securities transactions. All FTB&T statements of transactions shall be considered accepted and approved, unless within thirty (30) days of delivery, a written objection thereto is delivered to FTB&T. 9. Prior to final distribution of the Trust assets, whether on termination or revocation of the Trust or otherwise, FTB&T may require an approval of the final account and a release and discharge from all persons having an interest in the Trust and the final distribution, or may require Court settlement of account. All fees and expenses (including reasonable attorney’s fees) attributable to such final distribution and settlement shall be at the cost and expense of the Trust. 10. For its services as Trustee, FTB&T is entitled to the fee set forth in its published fee schedule as it exists from time to time [Trustor(s)/Beneficiaries] acknowledge receipt of the current FBT&T fee schedule. FTB&T agrees that any fee schedule change will be sent to Trustor(s)/Beneficiaries thirty (30) days prior to its effective date. FTB&T’s fees as Trustee constitute a lien on the Trust assets and will be collected by FTB&T from the Trust assets on a calendar quarter basis. The fee for the services of the Investment Advisor is in addition to the Trustee’s fee paid to FTB&T and shall be paid out of the Trust. 11. No further amendment of this Trust shall change the duties, liabilities or compensation of FTB&T as Trustee without FTB&T’s prior written consent. FTB&T, as Trustee, shall not be subject to duties or obligations except as stated in this Trust. FTB&T shall be indemnified and held harmless by [Trustor(s)/Beneficiaries] and their heirs, successors and assigns, jointly and severally, from any and all losses, liabilities, claims, damages, costs and expenses, including attorney fees, arising from, related to or in any way connected with the administration of the Trust by FTB&T in good faith. FTB&T shall not be required to prosecute or defend any action unless FTB&T is indemnified against any liability or expense to the extent and in a manner and amount satisfactory to FTB&T. 12. Unless such asset is subject to the direction of the Investment Advisor, no asset shall be placed in this Trust without FTB&T’s, as Trustee’s, prior written acceptance of such asset. 495410-1 13. FTB&T as Trustee shall have the authority to decide what is principal and what is income in its sole discretion. 14. FTB&T shall have the right to resign as Trustee for any reason on thirty (30) days notice to [Trustor(s)/Beneficiaries]. In the event of FTB&T’s resignation as Trustee, shall become Successor Trustee. FTB&T shall be entitled to any fees and expenses (including reasonable attorneys’ fees) attributable to the transfer of Trust property to the Successor Trustee or the appointment of an alternate Successor Trustee, should that be necessary, which fees and expenses shall be paid by the Trust. 15. In the sole discretion of FTB&T, affiliates of FTB&T may provide services to this Trust and/or its assets including without limitation, services as custodian, or otherwise. In addition, subject to the direction of the Investment Advisor, assets of the Trust may include assets such as, but not limited to, mutual funds underwritten and distributed by FTB&T affiliates. 16. While FTB&T is Trustee of this Trust, no one other than [Trustor(s)/ current Beneficiaries] shall have any rights to: (i) information about the decisions, actions or inactions of the Investment Advisor or FTB&T as Trustee, including without limitation investment decisions, distribution decisions, termination decisions or modification decisions; (ii) information about the administration of the Trust by FTB&T as Trustee; (iii) information about the investment decisions and actions of the Investment Advisor; (iv) information regarding the provisions of the Trust; (v) information about the method or rate of FTB&T’s compensation as Trustee or any change therein; and (vi) any reports whatsoever regarding the Trust, including without limitation, information about the Trust assets, liabilities, receipts, disbursements or values. Furthermore, no one other than [Trustor(s)/ current Beneficiaries] shall have any rights regarding FTB&T’s actions as Trustee, including without limitation, to seek to remove FTB&T as Trustee or object to a distribution, modification, termination or merger. Nothing herein shall preclude FTB&T at its election from providing any such information or rights to beneficiaries of the Trust or others to limit any action for breach of trust, from entering into non-judicial settlement agreements with such persons, obtaining approval, consent or ratification of FTB&T’s actions as Trustee from such persons or obtaining releases from such persons in accordance with the Utah Uniform Trust Code or other provisions of Utah law. 17. All notices, writings, information, documents or other communications that are required or permitted to be given hereunder (a) shall be in writing; (b) shall be deemed to be given and received either (i) on the date of delivery, if personally delivered; (ii) on the third business day following mailing, if delivered by certified mail, return receipt requested; or (iii) on the next business day, if marked for next business day delivery and delivered by guaranteed overnight express courier; and (c) shall be addressed to the applicable party at the address that is indicated below for such party or as to each party at such other address that may be designated by such party in a written notice to the other party: 495410-1 TO FTB&T: Franklin Templeton Bank & Trust 47 West 200 South, Suite 500 Salt Lake City, UT 84101-1621 Attn:__________________________ TO TRUSTOR(S): ______________________________ TO INVESTMENT ADVISOR ______________________________ On behalf of [Firm Name] The assets of this Trust are not deposits or obligations of FTB&T, nor are they guaranteed by FTB&T, its affiliates, its subsidiaries or any government agency. They are not covered by deposit insurance. The purchase of securities involves investment risk, including the possible loss of principal. MAKE SURE THAT EVERYONE WHO MAKES A PROMISE IN THIS STANDARD LANGUAGE SIGNS THE DOCUMENT OR IS MADE A PARTY TO A COURT PROCEEDING IN WHICH THE TRUST IS REFORMED TO INCLUDE THIS LANGUAGE 495410-1