The SMITH TRUST THE SMITH TRUST
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1 The SMITH TRUST
2 TRUST NAME The SMITH TRUST TRUSTEE: JOE JOHNSON TRUST PROTECTOR SAMANTHA JONES DATED THIS JULY 1, 2012
3 Contents ARTICLE I... 1 DEFINITIONS AND GENERAL PROVISIONS... 1 A. SETTLOR... 1 B. TRUSTEE... 1 C. TRUST PROTECTOR... 1 D. BENEFICIARY (ies)... 4 E. PROHIBITIONS... 5 F. DECEASED BENEFICIARY... 5 G. DESIGNATION OF THE TRUST ESTATE... 6 H. TRUST IS IRREVOCABLE... 6 I. TRUST IS NONAMENDABLE... 6 J. SAVINGS CLAUSE... 6 K. RIGHT TO ADD TO THE TRUST... 6 L. USE OF PROPERTY... 6 M. FINANCIAL INCENTIVES TO BENEFICIARIES UNDER THE AGE OF TWENTY FIVE (25)... 7 N. EFFECTIVE DATE OF THE TRUST... 7 ARTICLE II... 8 DISTRIBUTION AND ACCUMULATION PROVISIONS... 8 A. DISTRIBUTION DATE... 8 B. TAXATION MATTERS... 8 C. NONDISTRIBUTION OF TRUST INCOME TO TRUSTEE OR TRUST PROTECTOR... 8 D. NONAPPLICATION OF TRUST INCOME TO INSURANCE PREMIUMS ON THE SETTLOR OR THE TRUSTEE... 8 E. NONAPPLICATION OF TRUST INCOME TO INSURANCE PREMIUMS ON THE TRUSTEE... 8 F. WITHHOLDING DISTRIBUTION... 9 G. TRUSTEE S POWER REGARDING DISTRIBUTIONS H. EMERGENCIES I. SPRINKLING CLAUSE J. THE USE OF TRUST ASSETS TO DISCHARGE SUPPORT OBLIGATIONS OF SETTLOR, THE TRUSTEE, OR BENEFICIARIES K. PAYMENTS TO INCOMPETENTS L. EXCULPATORY PROVISIONS REGARDING DISTRIBUTION M. SPECIAL LIMITED POWERS OF APPOINTMENT AND RENUNCIATIONS THEREOF N. PERPETUITIES SAVINGS CLAUSE O. NONAPPLICATION OF TRUST INCOME AND TRUST ESTATE FOR BENEFIT OF PERSONS AND ENTITIES EXCLUDED AS BENEFICIARIES P. REACQUISITION OF TRUST ESTATE BY THE SETTLOR ARTICLE III SPECIFIC TRUSTEE POWERS A. NO BENEFITS FOR THE TRUSTEE B. COOPERATION WITH ESTATES OF BENEFICIARIES C. ALLOCATION OF ASSETS D. TRUSTEE S POWER TO DETERMINE PRINCIPAL AND INCOME... 15
4 E. PAYMENT OF TAXES AND EXPENSES F. RESIGNATION OF TRUSTEE G. RELEASE OF POWERS H. TRUSTEE TO SERVE WITHOUT BOND I. EXCULPATORY PROVISIONS REGARDING ADMINISTRATION J. NO COURT APPROVAL ARTICLE IV TRUSTEE S POWERS OF ADMINISTRATION A. TO SELL PROPERTY B. TO HOLD PROPERTY C. TO INVEST TRUST PROPERTY D. TO BECOME SHAREHOLDER E. TO ACQUIRE PROPERTY ON CREDIT F. TO SEGREGATE G. TO LEASE TRUST PROPERTY H. TO BORROW I. TO INSURE K. TO INCORPORATE L. TO REGISTER AND SELL SECURITIES M. TO MANAGE SECURITIES N. NO NEED TO INTERFERE IN THE BUSINESS OF A COMPANY IN WHICH THE TRUST IS INTERESTED O. TO DEAL WITH UNPRODUCTIVE PROPERTY AND SPECULATIVE INVESTMENTS P. TO DEAL WITH BONDS Q. TO ENTER INTO PARTNERSHIP R. TO ENTER INTO CONTRACTS S. TO HIRE AGENTS T. TO ENTER INTO ANNUITY AGREEMENTS U. TO ENTER INTO INSTALLMENT SALES CONTRACTS V. TO ADJUST FOR TAX CONSEQUENCES W. TO SELECT THE ACCOUNTING METHOD X. TO SELECT THE ACCOUNTING YEAR Y. TO DESIGNATE SITUS OF ASSETS Z. TO PARTICIPATE IN FORECLOSURES AA. TO UNDERTAKE PROFIT-MAKING RISKS BB. TO EMPLOY PROFESSIONALS CC. TO RECEIVE AND UTILIZE THE OPINION OF COUNSEL DD. TO DETERMINE VALUES AND FACTS EE. TO HOLD, AND TO PERMIT OTHERS TO HOLD, AS A CUSTODIAN FF. TO PERMIT OCCUPATION OF PROPERTY BY BENEFICIARY GG. TO GUARANTEE DEBTS HH. TO APPLY FOR WAIVERS FROM CURRENCY EXCHANGE RULES II. TO GIVE RECEIPTS JJ. TO EFFECTUATE COMPROMISES KK. TO GRANT INDEMNITIES LL. TO HAVE ACCOUNTS AUDITED NN. RELATIONSHIP WITH BENEFICIARIES AND OTHERS OO. PERSONS DEALING WITH TRUSTEE... 25
5 PP. NONDISCLOSURE OF FIDUCIARY RELATIONSHIP QQ. TRUSTEE TO ACT AS A FIDUCIARY RR. KEEPING OF RECORDS AND ACCOUNTING SS. TRUSTEE FEES TT. TRUSTEE TO CONSULT UU. TO ESTABLISH BANK ACCOUNTS VV. PROHIBITION AGAINST DIRECT OWNERSHIP AND OPERATION OF A BUSINESS ARTICLE V POWERS OF THE TRUST PROTECTOR A. NO BENEFITS FOR THE TRUST PROTECTOR B. SPECIFIC POWERS OF THE TRUST PROTECTOR C. BINDING ARBITRATION D. POWER TO REMOVE TRUSTEE E. EVENTS OF DURESS OR JEOPARDY F. RESIGNATION OF TRUST PROTECTOR G. WRITTEN APPROVAL FOR EXPENSES OVER US$15, ARTICLE VI MISCELLANEOUS PROVISIONS A. SPENDTHRIFT PROVISION B. WAIVER OF RIGHTS BY A BENEFICIARY C. CHANGE OF TRUSTS SITUS D. NO CONTEST CLAUSE E. GENDER AND NUMBER F. LAW TO BE DEEMED INCORPORATED G. REMUNERATION OF THE TRUSTEE AND TRUST PROTECTOR H. INDEMNITY I. TRUST EXECUTED UNDER THE LAWS OF CALIFORNIA AND THE UNITED STATES OF AMERICA J. BINDING HEIRS, SUCCESSORS, AND ASSIGNS K. NAME OF TRUST L. NOTICE M. POWER TO REPLACE TRUSTEE ARTICLE VII EXECUTION OF TRUST A. ACCEPTANCE AND EXECUTION B. TRIPLICATE C. COUNTERPARTS D. HEADINGS E. MERGER OF TRUSTS F. INVALIDITY OF ANY PROVISION SIGNATURE PAGE OF SETTLORS AND TRUSTEE SIGNATURE PAGE OF TRUST PROTECTOR SCHEDULE A LIST OF TRUST ASSETS... 42
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