HomeMy WebLinkAboutCC - Certificate of Trust Certification of Trust
I,Joseph D. Huarte, as Investment Trustee of the LJH GT Trust(the"Trust"),created under
the LJH GT Trust Agreement dated July 2, 2019 (the "Trust Agreement"), do hereby certify the
following:
1. The Trust exists and was created on July 2, 2019, and is governed by the Trust
Agreement;
2. The Trust is administered under the laws of the State of South Dakota;
3. Laurie J. Huarte is the Settlor of the Trust;
4. 1 am the only currently acting Investment Trustee of the Trust;
5. North Point Trust Company, L.L.C., a South Dakota limited liability company, is
the only currently acting trustee of the Trust;
6. Pursuant to the provisions of Section A of Article XIX of the Trust Agreement,the
provisions of which are attached hereto as Exhibit "A" (along with other true and correct copies
of excerpts from the Trust Agreement), the Investment Trustee's powers include (i) those
authorized by the South Dakota Trustees' Powers Act as currently codified in Section 55-1A-1 et
seq. of the South Dakota Codified Laws, (ii) those enumerated in Article XIX of the Trust
Agreement, (iii) those powers now conferred or hereafter conferred by applicable law, including
but not limited to Section 55-1B-10 of the South Dakota Codified Laws, and (iv) those powers
enumerated in Article VIII of the Trust Agreement;
7. The Trust is irrevocable;
8. The identifying number of the Trust is the Settlor's social security number;
9. Any property transferred to the Trust should be titled in the name of the LJH GT
Trust; and
10. As of the date of this Certification of Trust, the Trust has not been revoked or
amended to make any representations contained in this Certification of Trust incorrect, and the
signature below is that of the only currently acting trustee.
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IN WITNESS WHEREOF, I, Joseph D. Huarte, on this 31" day of December, 2019,
hereby affirm that the foregoing statements are true, accurate and complete to the best of my
knowledge and belief.
Joseph . Huai, Investment Trustee
STATE OF IDAHO )
SS.
COUNTY OF ADA )
On this 31 S` day of December, 2019, before me, a Notary Public for the State of Idaho,
personally appeared Joseph D. Huarte, known to me to be the person named in the foregoing, and
acknowledged to me that he executed the same as his free act and deed, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the
day and year in the certificate first written above.
TYLER RICE No Wry Signature
NOTARY PUBLIC-STATE OF IDAHO
COMMISSION NUMBER 62833
v`My COMMISSION EXPIRES 12-3i7-2025
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Exhibit "A"
LJH GT Trust Agreement
This Agreement is made as of 7 ,2019, by and between Laurie J. Huarte, as
Settlor and North Point Trust Company,LLC,a South Dakota limited liability company("North
Point"),as trustee("trustee").
I,Laurie J. Huarte,as Settlor,hereby transfer to the trustee the property described in the
attached Schedule A,which shall constitute the initial principal of the"LJH GT Trust"(hereinafter
sometimes referred to as the"GT Trust").
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ARTICLE VIII
INvrSTMENT TRUSTEES
A. Initial Investment Trustee. Joe shall assume office as the initial Investment Trustee
of each trust hereunder. Subject to a plan of Investment Trustees created by me or Greg, if Joe
ceases to act as Investment Trustee,Erin shall assume the role as successor Investment Trustee.
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B. Powers oflnvestment Trustee;Relief of Trustee Obligations.
I. The Investment Trustee shall have sole responsibility and authority,and the
trustee shall have no responsibility or authority, for managing the investments of the trust,
including the power to purchase,sell and retain all of the trust property,and the power to exercise
all voting,subscription,conversion,option and similar rights with respect to such property and to
participate in or consent to any voting trust, reorganization,merger, dissolution or other action
affecting any such property. The Investment Trustee of a trust may take any action in furtherance
of his or her responsibilities pursuant to this Section,and the trustee is under no duty to review or
make recommendations with respect thereto but is required to follow the directions of the
Investment Trustee within the mandate of rights and powers given to the Investment Trustee. In
furtherance of the foregoing, the Investment Trustee may give investment directions and sign
checks,agreements or other documents on behalf of the trust and such direction or signature shall
bind the trust in the same manner as though said direction,check,agreement or other document
had been given or signed by the trustees, and no person or entity dealing with the Investment
Trustee shall be obliged to inquire as to the trustee's acquiescence to such action. The Investment
Trustee shall be considered an"investment trust advisor" within the meaning of South Dakota
Codified Laws§55-1B-1(6)or any successor statute. Subject to the provisions of this Agreement,
the Investment Trustee shall have all of the powers and discretion of an investment trust advisor
under South Dakota Codified Laws § 55-1B-10 or any successor statute. With regard to trust
assets over which the Investment Trustee has investment responsibility,the Investment Trustee
shall have the duty(a)to provide the trustee with the information necessary to enable the trustee
to ascertain the value of trust assets,upon request by the trustee,(b)to manage or participate in
the management of any entity owned by such trust, to the extent such entity's governing
instruments or applicable law require the owners to manage the same,(c)to direct the trustee with
respect to making any representation, warranty or covenant required to be made in order to
maintain any investment, (d)to direct and instruct the trustee on the future actions,if any, to be
taken with respect to such representations,warranties and covenants,and (e)to direct the trustee
to sign agreements and any other documentation required in connection with any trust investment.
During any time that no Investment Trustee is serving with respect to a trust, all of the
responsibilities,authorities,rights and powers conferred upon the Investment Trustee pursuant to
this Section shall be held by the trustee of such trust. Notwithstanding the foregoing, the
Investment Trustee shall have no rights or powers with respect to any(i)life insurance owned by
the trust of which the Investment Trustee is the insured or(ii)property with respect to which the
Investment Trustee is prohibited from taking action under other provisions of this Agreement,and
all of the rights and powers conferred upon the Investment Trustee pursuant to this Section with
respect to such life insurance and such property shall be held by the trustee.
2. During any time an Investment Trustee is serving with respect to a trust,the
trustee shall have no responsibility for the investment of the trust property other than any(i)life
insurance owned by the trust of which the Investment Trustee is the insured and(ii)property with
respect to which the Investment Trustee is prohibited from taking action under other provisions of
this Agreement. No trustee need inquire into the Investment Trustee's performance of its duties,
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but the Investment Trustee shall keep the trustee informed of the Investment Trustee's actions.
Specifically, no trustee shall be responsible for any review or oversight of any Investment
Trustee's investment policies,advice or decisions,notwithstanding the fact that the trustee may
receive reports from and communicate with the Investment Trustee regarding the trust assets in
connection with the performance of its duties as trustee. The trustee shall not be liable for any act
or failure to act by the Investment Trustee, and is hereby exonerated from any liability in
connection with any action taken by or upon the direction of the Investment Trustee. No trustee
shall be held liable for any loss to any trust hereunder caused by the actions of the Investment
Trustee.
3. The Investment Trustee shall act in a fiduciary capacity and possess all of
the duties, powers, immunities and liabilities that would otherwise be possessed by the trustee
pursuant to this Agreement and applicable law as they relate to the responsibilities of the
Investment Trustee as set forth in this Section,but except as may be specifically provided herein
or the context requires to effectuate the foregoing,all references in this Agreement to the"trustee"
or"trustees"shall not include the Investment Trustee.
4. To the extent a fiduciary follows the directions of the Investment Trustee,
such fiduciary shall be deemed to be an"excluded fiduciary"within the meaning of South Dakota
Codified Laws§ 55-1B-1(5),and shall be entitled to all of the protections afforded under South
Dakota Codified Laws Chapter 55-1 B in addition to those protections provided to such fiduciary
pursuant to this Agreement.
5. Notwithstanding the foregoing,any transaction between the person serving
as Investment Trustee and the trust that would otherwise require the action or approval of the
Investment Trustee must be approved by the trustee of the trust.
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ARTICLE XIX
POWERS,RIGHTS AND DUTIES OF TRUSTEES AND OTHER FIDUCIARIES
A. General Trustee Powers. All trustee powers now or hereafter conferred in this
Agreement or by applicable law are exercisable by the trustee unless otherwise conferred upon the
Investment Trustee or the Trust Protector or otherwise limited or restricted herein. In addition to
the powers now or hereafter conferred by applicable law,including but not limited to those powers
authorized by the South Dakota Trustees' Powers Act (South Dakota Codified Laws
Section 55-IA-1 et seq.),as now in effect and as may hereafter be amended (such powers being
incorporated herein by this reference),the trustee of each trust hereunder may:
1. make payments or distributions(including the satisfaction of any pecuniary
legacy) of income or principal in kind or in money, or partly in each, in shares of differing
composition, without regard to the income tax basis of specific property allocated to any
beneficiary(including any trust);
2. hold,manage,insure,coinsure,reinsure,improve,repair,access and control
all trust property,real or personal,including digital assets;
3. sell for cash or credit, or on installments, at public or private sale, grant
options to purchase, and convey or exchange any and all of the trust property for such price,
including property of equivalent value(whether of like kind or similar use),and upon such terms,
as the trustee determines;
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4. lease or license the use of any tangible or intangible personal property at
any time forming a part of the trust property upon such temrs as the trustee determines;
5. borrow money from any source(including from such trustee or any other
fiduciary hereunder), extend or renew any existing indebtedness; mortgage or pledge all or any
part of the trust property; guarantee payment of any loan from any entity; and pledge or
hypothecate all or any part of the trust property as collateral for any loan, indebtedness or
guarantee;
6. release,assign,settle,compromise,contest,participate in mediation,agree
to arbitrate and be bound thereby,extend the time for payment of,or abandon,claims or demands
in favor of or against the trust property or any part thereof;
7. sell, convey, exchange, release, mortgage, encumber, lease, partition,
improve,manage,protect and subdivide any real estate interests or parts thereof;dedicate roads or
other portions of the property for public use, adjust boundary lines, vacate any subdivisions or
parts thereto,grant options to purchase;lease such property,or any part thereof from time to time
in possession or reversion,by leases to commence currently or in the future,and upon any terms
and for any period or periods of time including a period beyond the term of the trust(including,if
permissible under applicable law,beyond the term of the rule against perpetuities);renew or extend
leases, amend, change or modify the terms and provisions of any lease, and consent to the
assignment of leases,contract to make leases and grant options to lease and options to renew leases
and options to purchase the whole or any part of any reversion;grant easements or charges of any
kind; release,convey or assign any right,title or interest in or about an easement appurtenant to
such property or any part thereof;construct and reconstruct,remodel,alter,repair,add to or take
from buildings on such premises;purchase or hold real estate, improved or unimproved, or any
reversion in real estate subject to lease;direct the trustee of any land trust of which the trust is a
beneficiary to convey title to the real estate subject to such land trust,execute and deliver deeds,
mortgages,notes,and any and all documents pertaining to the property subject to such land trust
and in all matters regarding such trust and/or execute assignments of all or any part of the beneficial
interest in such land trust;
8. abandon any trust property that the trustee deems to be worthless or not of
sufficient value to warrant keeping or protecting;abstain from the payment of taxes,water,rents,
assessments,repairs,maintenance and upkeep of any such property;permit any such property to
be lost by tax sale or other proceedings, or convey any such property for nominal or no
consideration;permit the expiration of any renewal,sale,exchange or purchase option with respect
to any property or lease thereof;
9. invest in,purchase,retain or sell any type of property(regardless of whether
a security is listed on any stock exchange or other public market, registered with any securities
commissions or similar bodies or subject to contractual, legal or other restrictions, including
"investment letter" restrictions), including (without limitation) common stock, other stocks,
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interests in any closely-held business, stock options or warrants, interests in limited liability
companies,interests in any type of partnership(including but not limited to general partnerships,
limited partnerships, limited liability partnerships, and limited liability limited partnerships),
bonds, notes, debentures, mortgages, preferred stocks, puts or calls, voting trust certificates,
options,derivative instruments,beneficial interests in land trusts,interests in common trust funds,
mutual funds(including mutual funds managed or advised by a fiduciary hereunder),"open-end"
or"closed-end"investment funds or trusts,hedge funds,private equity funds(of any type),real
estate investment trusts, savings and loan or building and loan associations, commodities,
commodity pools,commodity options,commodity partnerships,swaps,caps and collars and any
and all derivations thereof,managed futures,managed stock accounts,foreign exchange,or other
property or undivided interests in property, real or personal, foreign or domestic, tangible or
intangible;
10. purchase securities on margin and engage in short sales, sales against the
box and other investment strategies,whether covered or uncovered;
1.1, purchase or otherwise acquire,for cash,credit or installments,form,create,
organize,invest in,reinvest in,retain or continue for an indefinite term,any"Business Entity"(as
hereinafter defined) located within or without the United States, regardless of the form of
participation or ownership and even though it may be closely or privately held or may constitute
all or a large portion of the trust property of a trust;have and exercise all the powers necessary and
incidental to ownership in such Business Entity,including authorizing or voting to authorize the
making of charitable contributions by such Business Entity; participate in the conduct of such
Business Entity or rely upon others to do so,and take or delegate to others discretionary power to
take any action with respect to its management and affairs that a person could take as owner of
such Business Entity, including the voting of stock, and the determination of all questions of
policy; take possession of the assets of such Business Entity and exercise complete control and
management of such Business Entity, and in connection therewith, enter into and perform
contracts, commitments, orders, and engagements; incur expenses and debts in connection with
the conduct and operation of such Business Entity,and pay and discharge such expenses and debts;
join in and execute operating agreements, partnership agreements and amendments thereto;
participate in any incorporation, reorganization, merger, consolidation, recapitalization,
liquidation or dissolution of such Business Entity or any change in its nature and retain and
continue such changed or successor Business Entity;invest additional capital in,subscribe to or
buy additional stock or securities of or make or guarantee new or increased secured,unsecured or
subordinated loans to any Business Entity with trust funds;rely upon the reports of certified public
accountants, appraisers, consultants and other professional advisors, without independent
investigation and without obligation to file any report with any court in any jurisdiction; elect,
employ and compensate directors,officers,employees or agents of any Business Entity,who may
include the trustee or a director, officer or agent of the trustee; show in summary form in the
trustee's accountings, if any, only the financial position of a Business Entity and not include in
detail all the business transactions; deal with and act for such Business Entity in any capacity,
including any banking or trust capacity and the loaning of money out of a trustee's own funds,and
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be compensated therefor;sell,pledge or liquidate any interest in such Business Entity;provided,
however,that notwithstanding the provisions of this subsection,the trustee shall not purchase or
otherwise acquire, form, create, organize, invest or reinvest in any Business Entity that is not
publicly traded on an established securities exchange or an open-end regulated investment
company if the trustee is employed by such Business Entity or if the trustee(or the trustee's family)
directly or indirectly owns an interest in such Business Entity,unless(i)the trustee is a descendant
of my grandparents or a spouse of such a descendant; (ii) the beneficiary, a descendant of the
beneficiary's grandparents,a descendant of my grandparents or a spouse of any of such persons is
employed by or owns (directly or indirectly) an interest in such Business Entity; or (iii) the
beneficiary consents to such action in a written instrument filed with the trust records;provided,
further,that the trustee may continue to hold interests in any Business Entity held by the trust at
the time the trustee began serving as such;
12, invest and reinvest the trust property wholly or partially in any interests in
oil,gas or other mineral resources received from any source,such investments to be made either
directly or through entities intended to protect the trust property;retain any interests in oil,gas or
other mineral resources; execute as to those interests any agreements, assignments, contracts,
deeds, grants, leases for any term (even though the tern may extend beyond the termination of
such trust) and any other instruments or documents; manage, control, operate, explore, mine,
develop or take any action for the production,recovery,sale,treatment,storage or transportation
of any interest in oil,gas or other mineral resources;drill,rework or recomplete wells of any type;
conduct or participate in secondary recovery operations; enter into agreements for pooling or
unitization;install,operate or participate in the operation of any plant,mine or other facilities;and
interests in oil,gas and other mineral resources may be retained and acquired without liability for
any loss and without application to any court;
11 acquire or retain any farm,ranch or forest property;engage in farm,ranch
and forestry operations and the production, harvesting and marketing of farm, ranch and forest
products, including livestock breeding and feeding and poultry and dairy farming, either by
operating directly with hired labor, by retaining farm managers or management agencies, by
renting on shares or for cash,by entering into logging contracts or selling standing timber,or in
any other manner; enter into farm programs; purchase or rent faun,ranch and forest machinery
and equipment,livestock or other animals,poultry,seed and feed;improve faun,ranch and forest
property and repair,improve and construct farm buildings, fences and drainage facilities;and in
general to do all things customary or desirable in farm,ranch and forest operations;
14. determine whether and to what extent receipts and expenditures should be
allocated to or charged against income or principal; and except as may be otherwise provided
herein,the trustee is not required to adhere to the provisions of the applicable Principal and Income
Act(but in no event shall any such allocation fundamentally depart from state law); provided,
however,that these powers may not be exercised in a manner that would deprive my spouse, as
the beneficiary of the Marital Trust, of the same degree of beneficial enjoyment to which a life
beneficiary would be entitled under applicable principles of trust law;provided further,that any
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proceeds received by the trustee from any"Qualified Retirement Plan" (as hereinafter defined)
shall constitute principal, except to the extent of income earned on such proceeds after the plan
participant's death which shall constitute income;establish out of income and credit to principal
reasonable reserves for the depreciation or depletion of tangible personal properties; amortize
premiums paid on the purchase of securities or other property;provided,however,that any capital
gain dividends from investments in mutual funds,common trust funds or real estate investment
trusts shall be deemed to constitute principal;
15. employ and pay reasonable compensation to such agents,brokers,advisors,
trustees, custodians, depositaries, title holders, escrowees, accountants, attorneys, investment
counsel,appraisers,insurers,administrative assistants and others(who may be the trustee in such
other capacity or any firm or corporation with which the trustee is associated), and execute any
general or limited direction or power of attorney for any such employment or agency relationship;
and such expenses shall not be charged against the compensation of the trustee;
16. vote, or refrain from voting, any corporate stock, equity or any other
ownership interest in any corporation or other entity, either in person or by general or limited
proxy,for any purpose,including(without limitation),the election of any trustee or beneficiary as
a director of any such entity; exercise or sell any conversion privilege, warrant, option or
subscription right with respect to any security;consent to take any action in connection with,and
receive and retain any securities resulting from, any reorganization, consolidation, merger,
readjustment of the financial structure, sale, lease or other disposition of the assets of any
corporation or other entity,the securities of which may at any time form a part of the trust property;
deposit any securities with or under the direction of a committee formed to protect such securities
and consent to or participate in any action taken or recommended by such committee; pay all
assessments,subscriptions and other sums of money that may seem expedient for the protection
of the interest of the trust as the holder of such stocks, bonds or other securities; enter into an
agreement making the trust liable for a pro rata share of the liabilities of any corporation or other
entity that is being dissolved and in which stock or other ownership interest is held,when,in the
opinion of the trustee, such action is necessary or otherwise advisable to the plan of liquidation
and dissolution of any such corporation or other entity;join in and vote for participation in or
modification or cancellation of any restrictive purchase or retirement agreement relating to any
partnership interest,corporate stock or any other interest in any type of entity held as a part of the
trust property;join in the formation, amendment, extension or cancellation of any voting trust,
voting agreement or any type of shareholder agreement;
17. cause any securities or other trust property to be issued,held or registered
in any trustee's individual name,or in the name of a nominee,with or without disclosure of any
fiduciary capacity,or in a form such that title will pass by delivery;
18. deal in every way and without limitation or restriction with the personal
representative,trustee,or other representatives of any trust or estate in which the beneficiary has
any existing or future interest(even though the trustee may be acting in such other capacity),and
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such transactions may include,without limitation,the purchase or sale at fair market value,or the
loan(for any period,but only upon adequate security and interest)of any part of the trust property
from or to such other estate or trust;
19. open margin accounts,discretionary accounts or any other type of account
with brokerage firms,banks or others,and invest the trust property in,and conduct,maintain and
operate,these accounts for the purchase,sale and exchange of stocks,bonds and other securities,
and in connection therewith,borrow money,obtain guarantees,and engage in all other activities
necessary or incidental to conducting,maintaining and operating these accounts;
20. open and maintain one or more savings accounts or checking accounts and
rent safe-deposit boxes or vaults, wherever located, within or without the United States, even if
the bank or trust company at which the safe-deposit box or vault is located is acting as trustee of
such trust; deposit to the credit of such account or accounts all or any part of the trust property,
irrespective of whether such property may earn interest;add to or remove some or all of the items
placed in any safe-deposit box or vault;withdraw a portion or all of such funds so deposited by
check or other instrument signed by the trustee,or by such other person or persons as the trustee
may authorize, and any such bank, company or association may allow such person or persons
access to such safe-deposit box or vault and to pay such check or other instrument and also to
receive the same for deposit to the credit of any holder thereof when so signed and properly
endorsed,without inquiry of any kind;and access when so allowed,and payments when so made
by such bank,company or association,shall not be subject to objection by any person concerned
or interested in any way in the trust;
21, register or qualify any securities under the Securities Act of 1933, as
amended,or any similar or applicable federal law,and register or qualify any such securities under
any state securities law; enter into such agreements with underwriters and the corporation that
issued any such securities as the trustee deems proper;make such representations and warranties,
assume such obligations, and engage in such undertakings of indemnity and make such other
arrangements concerning undertakings of indemnity, including the purchase of any insurance
policies,as the trustee deems proper;create escrows,enter into custody agreements,and execute
powers of attorney and any other instruments delegating authority and discretion to others;and do
any and all other acts and things that the trustee deems necessary or advisable for the purpose of
the sale,exchange,transfer,or other disposition of any securities;
22, retain,sell(in a public or private sale),hypothecate or otherwise dispose of
any paintings,drawings,prints,pictures,photographs,statues,porcelain,silver,books,furniture
and furnishings, and other art objects, antiques or collectibles received by the trustee; pay any
storage charges, insurance premiums and costs of maintenance and preservation in connection
therewith; and lend any such art objects, antiques or collectibles to any beneficiary or any
organization,or exhibit them for or without rent or other consideration,on such terms as the trustee
deems advisable;
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23. lend the principal or income of the trust property to the beneficiary thereof,
with or without interest or security;and make loans to such other persons(other than me except as
provided in the Article titled"Grantor Trust Provisions"),Business Entities,trusts or estates,upon
such terms, with such rates of interest and with such security as the trustee deems adequate to
protect the trust;
24. allocate different kinds or disproportionate shares of trust property or
undivided interests in trust property among beneficiaries of separate trusts and determine the value
thereof, except as otherwise provided herein, make joint investments with other trusts and hold
such joint investments as a common fund for purposes of administration,dividing the net income
therefrom in the same proportions as the respective interests of such trusts;
25. to the extent permitted by and subject to the conditions of applicable law,at
any time and from time to time,and subject to revocation at any time,delegate any of the trustee's
authorities, discretions and powers to any persons and/or entities, such delegation and all
revocations thereof to be evidenced by a written instrument delivered to the persons or entities to
whom the delegation is made and filed with the trust records;
26. purchase,maintain and sell insurance or endowment policies,annuities or
variable annuities of any kind on the life of any person and exercise all the rights,options,benefits
and other incidents of ownership with respect to such policies and annuities, and pay premiums
for the purchase or maintenance of any such policy or annuity out of trust property; take such
action,including the commencement of legal proceedings,to collect those proceeds of any such
policy or annuity; provided, however, that no issuer of such a policy or annuity shall have any
obligation to inquire into the terms of this Agreement or to see to the application of the proceeds
and the benefits of such a policy or annuity;and,provided,further,that a receipt duly executed by
the trustee and delivered to any such issuer shall be effective to release the issuer from any liability
in connection with such policy or annuity;provided,further,that the trustee shall have no duty to
maximize the earnings of the trust property by borrowing the cash value of any life insurance
policy; provided, further, that except as otherwise expressly provided in this Agreement, the
income of the trust may not be used during my lifetime to pay premiums on policies of insurance
on the life of me or my spouse;
27. amend this Agreement to eliminate in whole or in part a current or future
beneficiary's power to appoint property of a trust(other than a Marital Trust)to himself or herself,
his or her creditors,his or her estate,or his or her estate's creditors,or to impose such terms and
conditions on the exercise of such power as the trustee determines in the trustee's discretion, by
means of an instrument written by the trustee and delivered to the beneficiary of such trust;
provided,however,that the trustee shall have no duty to determine whether to exercise this power
unless the beneficiary,by a written instrument delivered to the trustee,requests that the trustee do
so;and provided further,that neither I nor any beneficiary-trustee of a trust shall have any vote or
otherwise participate in any decision to exercise the powers granted hereunder with respect to such
trust;
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28. divide the trust property equally or unequally into two or more separate
shares or trusts for any purpose,each of which shall be administered and disposed of as a separate
trust having terms identical to those of the trust from which it is created, and allocate different
kinds or proportionate or disproportionate shares of property or undivided interests in property
between the shares or trusts;
29. invest in,purchase,retain,lease(or guaranty payment of a lease for)one or
more residences (and related furniture, furnishings and other articles of household use and
ornament) and permit any person having any interest in such trust, and the guardian or the
conservator of the person of such beneficiary or any adult designated by such guardian or
conservator, and the family of such beneficiary, guardian, conservator or adult, to use such
residences and furnishings fonning part of such trust, upon such terms as the trustee deems
advisable,with or without rent or in consideration of the payment of taxes,insurance,maintenance
and ordinary repairs,or otherwise;provided,however,that with respect to any trust that qualities
or is elected to qualify for the marital deduction,the trustee may permit only the current beneficiary
of such trust to use such residence for less than fair market value; provided, further, that
notwithstanding the provisions of this subsection,the trustee,in the trustee's discretion,may sell
or otherwise dispose of any such residence and furnishings, and reinvest all or any part of the
proceeds in other residences and furnishings;
30. manage and invest in solido any trust or trusts created by me which have
identical terms and an identical beneficiary or beneficiaries;
31. invest trust property in,and sell or otherwise dispose of,remainder interests,
income interests, life estates, annuity interests and other terminable, term or future interests or
similar types of limited interests in property;and make joint purchases and sales of any property
or interests therein with any entity or person. In connection with transactions described in this
subsection,the trustee may, but need not,rely upon appraisals or representations of value as the
trustee in the trustee's discretion may deem appropriate,including,without limitation,appraisals
rendered by professional appraisers,actuaries,accountants or opinions of counsel;
32. acquire or lease assets for the benefit of or use by a beneficiary irrespective
of any risk,nonproductiveness,or lack of diversification;
33, make or refrain from making any tax election;
34. add to or otherwise change the name of any trust for purposes of
identification;
35. prior to or simultaneously with the completion of the funding of a trust(a
"New Trust")to be created upon the termination of another trust hereunder,make distributions of
income or principal from the terminating trust directly to or for the benefit of any beneficiary of
the New Trust,as if the trustee were the trustee of such New Trust;and
LJH GT 7'rasl;lgreemenl Page 47
Certification of Trust—Exhibit "A" Page 14
36. make any payment,receive any money,take any action and make,execute,
deliver and receive any contract, deed, instrument or document, that the trustee may deem
necessary or advisable to exercise any of the trustee's powers or to carry out any provisions
contained herein;and in addition to the powers enumerated hereinabove,do all other acts that in
the judgment of the trustee are necessary or desirable for the proper administration of the trust.
B. Absolute Discretion of Trustee. I intend to give the trustee the broadest possible
powers to act hereunder, including rights,powers and privileges that an absolute owner of such
property would have,subject to the trustee's fiduciary obligations and the terns and limitations of
this Agreement. Accordingly, subject to the foregoing,the trustee shall have sole and absolute
discretion regarding the exercise of the trustee's powers(within the mandate of the powers given
to the trustee),and such exercise shall be final and conclusive upon all persons interested in the
trust.
C. Waiver of Statutory Notice to Qualified Beneficiaries. The notice provisions set
forth in South Dakota Codified Laws Section 55-2-13 or any successor or similar statute are hereby
waived unless a "qualified beneficiary" (as defined in such statute) requests a copy of this
Agreement or as otherwise may be required by state law or court order.
D. Duty oflmpartiality. The trustee shall at all times administer the trust in a manner
that is impartial with respect to the beneficiaries,consistent with the priorities and purposes of the
trust and the nature and terms of the beneficiaries' interests.
E. Conflict With Applicable Laty. To the extent permissible, if there is a conflict
between applicable law and this Agreement,the terms of this Agreement shall control.
F. Payments and Distribulions to Certain Beneficiaries.
1. Facility of'Paynzents. Notwithstanding any provision of this Agreement,
where the trustee is authorized to make payments to a beneficiary, the trustee may make such
payments by applying such amounts directly for the benefit of the beneficiary without the
intervention of a guardian or similar fiduciary,and in the case of minor beneficiaries,may make
payments to a custodian under an applicable Uniform Transfers to Minors Act or similar law in
any jurisdiction and to any guardian of the person of a minor beneficiary to help defray the costs
of housing and other expenses incurred by such guardian for the direct or indirect benefit of the
minor beneficiary. If no custodian for the beneficiary is then serving under an applicable Uniform
Transfers to Minors Act or similar law,the trustee may select a person to act as such custodian.
2. Retention for Persons Under Age Twenty-One. The trustee may deal with
property that vests in a person who has not attained twenty-one(21)years of age as follows:
a. retain all or part of the property and manage the retained property
for the person's benefit until the person attains twenty-one(2 1)years of age,and during such time
LJH GT Tnist Agreenient Paige 48
Certification of Trust—Exhibit "A" Page 15
apply the property as the trustee sees fit from time to time for the person's welfare, adding to
principal any income not so applied and distributing the property to the estate of the person if the
person dies before receiving the property in full;or
b. turn over all or part of the property, either initially or at any time
after having chosen to manage the property for the person's benefit, to a custodian under an
applicable Uniform Transfers to Minors Act or similar law in any jurisdiction,to either parent of
the person or to a person with whom the person resides on behalf of the person,or to the person
directly,without judicial authorization,without bond and without the intervention of any parent or
guardian of the person's property,and the trustee shall not be responsible for the disposition of the
property after it is so transferred.
All powers conferred on the trustee shall be exercisable in respect of property retained and
managed for the benefit of a person under this Section,and the trustee shall be entitled to the same
compensation for retaining and managing the property to which such trustee would be entitled if
such trustee held the property as trustee.
G. Accountings. Except as otherwise required by law or upon the written request of a
beneficiary,the trustee may, but has no duty to,render periodic accounts(whether interim,final
or otherwise)of a trust to a beneficiary or to any court;provided,however,that a beneficiary may
not call upon a trustee to account more frequently than annually; provided further, that a
beneficiary whose only interest hereunder is to a general legacy or specific bequest upon my death
shall only be entitled to an accounting that is sufficient to protect such interest. A beneficiary may
grant a trustee a full and complete release from any and all liability to the beneficiary attributable
to any act by or omission of the trustee and may approve any accounting of the trust. Any such
release or approval by all of the adult current beneficiaries of a trust shall be binding and conclusive
upon all current and future beneficiaries and remaindermen (including minor and then unborn
beneficiaries and remaindermen)who may then have or thereafter acquire an interest in such trust.
Failure by the beneficiary to disapprove of any accounting provided to such beneficiary within one
hundred eighty(180)days of the mailing of such accounting by a written statement provided to
the trustee shall be deemed approval of such accounting. The trustee may, in the trustee's
discretion, render an account for any period to any one or more of the current beneficiaries or
remaindermen,or may seek judicial settlement of such account. All expenses of the preparation
and of the judicial or non-judicial settlement of a trustee's account shall be borne by the trust.
H. Multiple Trusts. Where there are two or more trusts held for the benefit of the same
beneficiary, in determining whether to make discretionary payments of trust property to the
beneficiary from such trusts,the trustee shall consider the tax attributes of such trusts and the tax
consequences of any such payments and may make disproportionate payments to the beneficiary
from such trusts.
I. Trustee Compensation and Expenses. A trustee shall be entitled to compensation
as may be provided in a written agreement between the trustee and the person by whom such
LJtf GT Trust Agreement Page 49
Certification of Trust—Exhibit "A" Page 16
trustee was appointed,or if none,as may be provided in a written agreement between the trustee
and the person in the most superior position on the Hierarchy List set forth in the Article titled
"Successor and Additional Trustees"who is empowered to establish a plan of trustees for the trust.
If no such agreement exists,then a non-corporate trustee shall be entitled to receive reasonable
compensation for acting as such,and a corporate trustee shall receive compensation according to
such corporate trustee's published schedule of fees in effect when its services are rendered_ In
addition to compensation, a trustee shall be entitled to reimbursement for reasonable expenses
incurred in connection with such trustee's services as a trustee. Notwithstanding the foregoing,no
trustee or predecessor trustee shall receive any termination or distribution fee for distributing
property from any trust hereunder to a beneficiary,a successor trustee or to any other person.
Otherwise,except as may be expressly agreed upon by the person by whom a trustee was
appointed or by the person in the most superior position on the Hierarchy List of the Article titled
"Successor and Additional Trustees"who is empowered to establish a plan of trustees for the trust;
1. No Additional or Special Fee .for Holding Interest it? Closely Held
Businesses. No trustee shall receive any additional or special fee for bolding any interest in any
closely held business,nor shall any trustee include the value of any such interest when computing
that portion of regular annual fees that is based on the value of the trust property, whenever
provisions in this Agreement exclude such trustee from participating in the operation of such
business and in any decision or detcm-rination involving the retention,sale or other disposition of
such interest and release such trustee from liability involving such matters.
Z. No Additional or Special Pee for holding Title to Real Property or Tangible
Personal Property. No trustee shall receive any additional or special fee for holding title to any
real property or tangible personal property,nor shall any trustee include the value of any such real
property or tangible personal property when computing that portion of regular annual fees that is
based on the value of the trust property, whenever provisions in this Agreement exclude such
trustee from participating in any decision or determination involving the operation,maintenance,
repair or improvement of such real property or tangible personal property and in any decision or
determination involving the retention, sale or other disposition of such real property or tangible
personal property and release such trustee from liability involving such matters,
J. Other Fiduciary Compensation and Expenses. A fiduciary serving in a capacity
other than as a trustee shall be entitled to compensation as may be provided in a written agreement
between the fiduciary and the person by whom such fiduciary was appointed. If no such agreement
exists,then a non-corporate fiduciary serving in a capacity other than as a trustee shall be entitled
to receive reasonable compensation for acting as such, and a corporate fiduciary serving in a
capacity other than as a trustee shall receive compensation according to such corporate fiduciary's
published schedule of fees in effect when its services are rendered. In addition to compensation,
a fiduciary shall be entitled to reimbursement for reasonable expenses incurred in connection with
such fiduciary's services as a fiduciary.
UH GT Trast Agreement Page 50
Certification of Trust—Exhibit "A" Page 17
K. Compensation and Expenses for Persons on Hierarchy List. Each person named
on a Hierarchy List (including persons named in a plan) (a "Hierarchy List Person") shall be
entitled to reasonable compensation for services performed as a Hierarchy List Person. In addition
to compensation, each Hierarchy List Person shall be entitled to reimbursement for reasonable
costs and expenses,including but not limited to reasonable attorney's fees,incurred in connection
with such persons' services as a Hierarchy List Person.
L. Compensation and Expenses for Oversight Committee Members. A person named
on the Oversight Committee(including a person named in a plan)("Oversight Committee Person")
shall be entitled to reasonable compensation for services performed as an Oversight Committee
Person. In addition to compensation, each Oversight Committee Person shall be entitled to
reimbursement for reasonable costs and expenses, including but not limited to reasonable
attorney's fees, incurred in connection with such persons' services as an Oversight Committee
Person.
M. Settlor Compensation. Notwithstanding any provision herein,I shall not be entitled
to compensation for serving in any fiduciary capacity hereunder.
N. Third Parties. No person or entity dealing with the trustee shall be obliged to
inquire as to the powers of the trustee,or to see to the application of money or property delivered
to the trustee,and the certificate of the trustee that the trustee is acting in compliance with this
Agreement shall fully protect all persons and entities dealing with the trustee.
O.. Exculpation from Bond. The trustee shall not be required to furnish a bond for the
proper performance of the duties of the trustee as trustee of any trust, but if any such bond is
nevertheless required by any law,statute or rule of court,no surety shall be required thereon,and
I request that such bond be accepted in the lowest amount possible.
P. No Court Approval. To the extent pennitted by law, (1)the trustee shall not be
required to qualify before, be appointed by,or in the absence of breach of trust, account to any
court or obtain the order or approval of any court in the exercise of any power conferred upon the
trustee(and may exercise such powers for any period of time,including any period of time beyond
the period that is required for an interest created hereunder to vest so as to be valid under the rule
against perpetuities),(2)the trustee shall not be required to file any inventory or appraisal or any
annual or other returns or reports to any court, and (3)the trustee shall be exempt from any
statutory or legal duty to register the trust in any court, except for such temporary filing or
registration as may be required by any court action involving any such trust.
Q. Powers, Duties, Limitations,Immunities and Liabilities of Fiduciaries. Except as
otherwise may be expressly provided:
i. Liability anti Exoneration of Non-Corporate Fiduciaries. To the maximum
extent allowed by applicable law, a non-corporate fiduciary shall not be liable, responsible or
LJH GT Trust Agreement Page 51
Certification of Trust—Exhibit "A" Page 18
accountable and shall be fully exonerated for any loss occasioned by such fiduciary's own acts and
omissions (including acts in reliance upon and opinion of counsel) except for such fiduciary's
willful wrongdoing or gross negligence.
2. Indemnification. Each non-corporate fiduciary shall be entitled to
indemnification out of the property of the trust of which such fiduciary is serving as fiduciary for
costs and legal fees incurred by the fiduciary in any action concerning any act or omission of a
beneficiary or of any act or omission of such fiduciary,unless there shall be a finding that such
fiduciary's act or omission stemmed from the fiduciary's own willful wrongdoing or gross
negligence.
3. Liability of Successor Fiduciaries. Wherever reference is made herein to
the fiduciary,such reference shall include any and all successor fiduciaries at any time acting as
the fiduciary of a trust,and unless expressly provided in a plan,this,Agreement or otherwise,each
successor fiduciary shall be vested with all powers, duties, limitations and immunities as if
originally named as fiduciary. To the maximum extent allowed by applicable law, a successor
fiduciary shall not be liable or responsible in any way for the acts or defaults of any predecessor
fiduciary, nor for any loss or expense occasioned by any act by or omission of a predecessor
fiduciary,and shall be liable only for such fiduciary's own acts and omissions with respect to trust
property,and a successor fiduciary may accept as correct the account rendered and the assets and
property delivered to such fiduciary by the predecessor fiduciary,and shall be under no obligation
to institute any action or proceeding for the settlement of the accounts of any predecessor fiduciary
and incur no liability to any person beneficially interested in any trust by reason of so doing.
4. Liability of Co-Fiduciaries. To the maximum extent allowed by applicable
law, no fiduciary shall be liable or responsible in any way for the acts or defaults of any co-
fiduciary,nor for any loss or expense occasioned by any act by or omission of a co-fiduciary,and
shall be liable only for such fiduciary's own acts and omissions, unless such fiduciary fails to
dissent in writing or take other action to protect the trust and such failure constitutes bad faith,
reckless indifference,willful wrongdoing or gross negligence.
5. Liability of Persons on Hierarchy List, A person named on the Hierarchy
List (including a person named in a plan) ("hierarchy List Person") shall not be considered a
fiduciary and shall not be liable,responsible or accountable to any beneficiary and shall be fully
exonerated for any loss occasioned by such person's own acts or omissions (including acts in
reliance upon opinion of counsel) except for such person's bad faith acts or omissions. A
Hierarchy List Person shall not be liable or responsible in any way for acts or omissions of any
other person named on the Hierarchy List and each Hierarchy List Person shall be entitled to
indemnification out of the property of the trust of which such Hierarchy List Person is serving for
costs and legal fees incurred by the Hierarchy List Person in any action concerning any act or
omission of such Hierarchy List Person or any other person, unless there shall be a finding that
such Hierarchy List Person's act or omission was a result of such Hierarchy List Person's bad
faith.
LJH GT Trust Agreement Page 52
Certification of Trust—Exhibit "A" Page 19
6. Liability of Persons on Oversight Committee. A person named on the
Oversight Committee(including a person named in a plan)("Oversight Committee Person")shall
not be considered a fiduciary and shall not be liable,responsible or accountable to any beneficiary
and shall be fully exonerated for any loss occasioned by such person's own acts or omissions
(including acts in reliance upon opinion of counsel) except for such person's bad faith acts or
omissions. An Oversight Committee Person shall not be liable or responsible in any way for acts
or omissions of any other Oversight Committee Person and each Oversight Committee Person
shall be entitled to indemnification out of the property of the trust of which such Oversight
Committee Person is serving for costs and legal fees incurred by the Oversight Committee Person
in any action concerning any act or omission of such Oversight Committee Person or any other
person, unless there shall be a finding that such Oversight Committee Person's act or omission
was a result of such Oversight Committee Person's bad faith.
R. Broad Investment Authority. Except as otherwise may be expressly provided, in
exercising the investment powers conferred above,the trustee or Investment Trustee may(but is
not directed to)acquire or continue to hold any property received by the trustee,even though not
of a kind usually considered suitable for trustees to acquire or hold,or even though an investment
may constitute a larger proportion of the trust than,but for this provision,would be appropriate,
and irrespective of any risk,nonproductiveness, or lack of diversification. I intend to grant the
trustee or Investment.Trustee the broadest possible discretion in determining what constitutes an
appropriate investment, acceptable level of risk and proper investment strategy, consistent with
such trustee's or Investment Trustee's fiduciary duties. Accordingly,I intend to modify the duties
and liability of the trustee imposed by the Uniform Prudent Investor Act or any similar act,statute
or law(collectively"prudent investor statutes")with respect to the investment of trust property,
and the provisions of this Agreement shall control to the extent they are in conflict with any
applicable prudent investor statutes. The trustee's or Investment Trustee's investment decisions
respecting individual assets shall be evaluated not in isolation, but in the context of the trust
portfolio as a whole and part of an overall investment strategy having risk and return objectives
reasonably suited to the trust. Among circumstances that the trustee or Investment Trustee shall
consider in investing and managing trust assets are such of the following as may be relevant to the
trust or to the beneficiaries: general economic conditions; the possible effect of inflation or
deflation;the expected tax consequences of investment decisions or strategies;needs for liquidity,
regularity of income and preservation or appreciation of capital;and an asset's special relationship
or special value,if any,to the purposes of the trust or to the beneficiaries. Notwithstanding any
provision of this Agreement to the contrary,the trustee or Investment Trustee shall not purchase
any asset in a manner that would constitute a crime pursuant to federal,state or local law,or that
would violate the provisions of this Agreement The trustee or Investment Trustee may engage
professional advisors to assist in making investment decisions,and may invest the trust assets in
any manner,including but not limited to balancing investments between growth and income. In
addition,the trustee or Investment Trustee may(but is not directed to)consider the portfolio of
"similar" trusts (as hereinafter defined) in investing the assets of a trust hereunder and may
consider the assets of such similar trusts as part of a single portfolio in determining overall asset
LJif GT Trust Agreement Page 53
Certification of Trust—Exhibit "A" Page 2Q
allocation,risk and diversification. As used herein,trusts shall be considered"similar"(whether
or not created under this Agreement) if they have identical current and future beneficiaries
(notwithstanding differences in distribution standards and powers of appointment).
S. Family Enterprise. The trustee may invest or hold contributed interests in or any
interest or indebtedness of any Business Entity whether in existence on the date of execution of
this Agreement or established hereafter in which the majority of the outstanding interests(either
by vote or economic value) are held, in the aggregate, directly or indirectly by me or any
descendant of mine, or by any trust for my benefit or the benefit of any descendant of mine
(hereinafter referred to as a"family enterprise"), Any family enterprise shall be deemed to be a
suitable investment of trust property of any trust established pursuant to this Agreement, even
though such investment may not be marketable,may involve a high degree of investment risk,may
never yield a dividend or other income, and may constitute a substantial portion or all of the
property of any trust created hereunder. Notwithstanding any rule of law with respect to the
suitability of investments, the trustee is expressly authorized: (1) to invest and reinvest trust
property in any family enterprise and to hold any family enterprise or family enterprise investment
for an indefinite period; (2)to form or participate with others in the formation of a new family
enterprise in any jurisdiction for the purpose of continuing the business or investments of any
family enterprise,or the purpose of engaging in any other lawful business;(3)to(a)transfer,sell,
or lease property to, (b)purchase or lease property from,(c)make further investments in,or(d)
advance or lend money to, any family enterprise; (4)to enter into voting trusts, buy-sell stock
restrictions,stock redemptions,or other similar agreements with respect to any family enterprise;
and (5) to have and exercise the same rights as the trustee would have if the trustee was the
individual owner of the family enterprise held by any trust created hereunder.
T. Nondiversification and Indemnification. The fiduciaries hereunder shall not be
responsible for the failure to diversify investments or make any trust(other than a Marital Trust)
created pursuant to this Agreement income producing. Furthermore,the fiduciaries shall be held
harmless for any losses as a result of the failure to diversify and/or to make any trust created
pursuant to this Agreement income producing, The fiduciaries and all persons or entities employed
by a fiduciary shall be indemnified by each respective trust created hereunder against expenses
actually or necessarily incurred by such person or entity in comrection with the defense of any
action, suit,or proceeding, whether civil or administrative,relating to nondiversification or any
other action taken or not taken with respect to the investment of trust property pursuant to this
Section,including any such action taken or not taken by the fiduciary, in which such person or
entity is made a party by reason of having been a fiduciary or employed by a fiduciary hereunder.
U. Merger of Coiporate Fiduciary. If any corporate fiduciary is merged into or
consolidated with or sells or transfers all or substantially all of its assets and business to another
corporate fiduciary, or is in any manner reorganized or reincorporated,the surviving corporate
fiduciary shall thereupon become the corporate fiduciary without any further act on the part of
such corporate fiduciary. Furthermore,if the Administrative Trustee should establish a subsidiary
or affiliate entity with the power and authority to serve as Administrative Trustee of this trust in
LJH GT Trust Agreement Page 54
Certification of Trust—Exhibit "A" Page 21
South Dakota,the Administrative Trustee may transfer this trust,and all of such Administrative
Trustee's duties,responsibilities and rights hereunder,to such subsidiary or affiliate entity.
V. Resignation and Acceptance of Fiduciary.
I. Resignation. Any person or corporate fiduciary acting in any fiduciary
capacity hereunder with respect to any trust may resign at any time for any reason by written
instrument delivered to each current beneficiary of the trust and to each trustee of the trust,if any,
and judicial approval shall not be required. Notwithstanding the foregoing:
a. In the event a trustee's resignation would leave the office of trustee
vacant or would otherwise reduce the number of then serving trustees below the minimum number
of trustees that are required to serve under this Agreement,the trustee's resignation shall not be
effective until a successor trustee has accepted appointment and assumed office as trustee.
b. In the event a successor to a resigning Investment Trustee and/or
Trust Protector is required under the terms of this Agreement,the resigning Investment Trustee's
and/or Trust Protector's resignation shall not be effective until a successor Investment Trustee
and/or Trust Protector has accepted appointment and assumed office.
2. Acceptance. Any person or corporate fiduciary designated to act as a
fiduciary hereunder shall assume office in such capacity upon such person's or corporate
fiduciary's execution of a written instrument accepting such office.
W. Incapacitated Fiduciary. If any person acting in any fiduciary capacity hereunder
is or becomes incapacitated,then said person shall be deemed to have resigned in every capacity
in which said person is acting as a fiduciary hereunder.
X. Transition of Trusteeship. A trustee of a trust hereunder that has resigned or has
been removed and that has custody of trust assets shall be permitted to hold a reserve in escrow
for the payment of taxes, trustee fees,attorney fees and other liabilities and expenses which the
trustee or the trust may incur or be liable for with respect to the administration of the trust or with
respect to the judicial or informal release of the trustee after the effective date of the resignation
or removal.
Y. Multiple Fiduciaries. If more than one person or entity is acting in the same
fiduciary capacity with respect to a trust:
1. Majority Vote to Govern. A decision made by a majority of the co-
fiduciaries who are qualified to vote on such decision shall control,without liability to any co-
fiduciary who dissents in writing. For purposes of this paragraph, if only two(2)co-fiduciaries
are qualified to vote on a decision,such decision shall control only if both fiduciaries vote in favor
of the decision.
LJH GT Trust Agreement Page 55
Certification of Trust—Exhibit "A" Page 22
2. Single Signatory. Unless a co-fiduciary elects otherwise in writing,any one
co-fiduciary may sign any checks,agreements or other documents on behalf of the trust and such
signature shall bind the trust in the same manner as though said check, agreement or other
document had been signed by all of the co-fiduciaries acting in the same capacity,and no person
or entity dealing with the signing fiduciary shall be obliged to inquire as to the other co-fiduciary's
acquiescence to such action.
3. Meetings and Communications. The fiduciaries may carry out their duties,
communicate with each other,participate in meetings and/or vote via electronic mail,telephone
(individual calls or conference calls),facsimile or other communications equipment.
4. Authority. The trustee,whether original or successor,for the time being in
office,shall have full authority to act even though one or more vacancies may exist.
Z. Small Trust Termination. If at any time the trustee(other than a beiieficiary-trustee)
determines that a trust is no longer economical to administer, such trustee, without further
responsibility,may distribute the remaining trust property to the person for whose current benefit
the trust then subsists or, if the trust has more than one current beneficiary, such trustee shall
distribute the trust property in a manner such trustee believes, in such trustee's discretion,to be
both equitable and consistent with my intent hereunder among the current beneficiaries of the trust;
provided,however,that if the trust is not GST Exempt and any of the current beneficiaries is not
a skip person,then the trustee shall distribute the trust property equally among only the current
beneficiaries of the trust who are not skip persons;provided,further,that in the case of a Marital
"Trust,the trustee shall distribute the trust property to Greg,if Greg is living.
AA. Valuations. In making distributions or allocations under the terms of any trust to
be valued as of a particular date,the trustee may use asset valuations obtained for a date reasonably
close to that particular date (such as a quarterly closing date before or after that date)if, in the
trustee's judgment,obtaining appraisals or other determinations of value for such date would result
in unnecessary expenses,and if in the trustee's judgment,the fair market value as detennined by
such method is substantially the same as on that actual date. Notwithstanding the foregoing,this
Section shall not apply if valuation on a specific date is required to preserve a qualification for a
tax benefit,including any deduction,credit or most favorable allocation of an exemption.
BB. Releases of Fiduciary Powers. A fiduciary of any trust may release or renounce,
revocably or irrevocably,any or all powers granted hereunder at any time by a written instrument
filed with the trust records,and,if so specified,that release or renunciation shall bind all successors
acting in that fiduciary capacity.
CC. Merger of Trusts. The trustee(other than a beneficiary-trustee)of a trust hereunder
(other than a Marital Trust or a qualified subchapter S trust(as defined in Section 1361(d)(3)of
the Code))may,in such trustee's discretion,merge the trust with any other trust that is held upon
substantially the same terms and conditions as the trust hereunder. In determining whether a trust
LJH GT Trrrst Agreement Page 56
Certification of Trust—Exhibit "A" Page 23
is held upon substantially the same terms and conditions as the trust hereunder,the trustee need
not take into consideration the interest of any future beneficiary in either such trust if the value of
such future beneficiary's interest immediately before the merger of such trusts is less than five
percent (5%) of the value of the property of the trust in which such future beneficiary has an
interest. The merged trust may be administered and disposed of by such trustee under the
provisions of the trust hereunder or under the provisions of the instrument governing such other
trust,and the trust hereunder shall cease to exist if it merges into another trust. In accordance with
the foregoing,in the event another trust is merged into a trust hereunder,such trustee may shorten
the period during which the trust hereunder subsists to comply with the provision herein titled
"Rule Against Perpetuities,"if necessary,to effectuate such merger. I understand that the trustee's
exercise of this power could result in the interruption of the succession of trustees provided for in
this Agreement, including the immediate cessation of services of the acting trustee, and the
administration of each such trust by a trustee not named herein or nominated hereunder.
DD. Transfers to Other Trusts. The trustee(other than a beneficiary-trustee)of a trust
hereunder (other than a Marital Trust or a qualified subchapter S trust (as defined in
Section 1361(d)(3)of the Code))may distribute all or any part of the trust property as such trustee,
in such trustee's discretion,deems advisable to the trustee of one or more other trusts created or to
be created by any person,including such trustee hereunder(and such trustee is hereby authorized
to create a trust for such purpose),for the benefit of all of the beneficiaries of such trust hereunder,
but only if such other trust or trusts are held upon substantially the same terms and conditions as
the trust hereunder;provided,however,that if the trustee determines in the trustee's discretion that
any beneficiary is or may be a"Disabled Descendant" (as hereinafter defined),then the trustee
may distribute all or any part of the trust property to the trustee of one or more other trusts created
or to be created by any person, including such trustee hereunder (and such trustee is hereby
authorized to create a trust for such purpose),for the benefit of such beneficiary who is or may be
a Disabled Descendant regardless of whether such other trust or trusts are held upon substantially
the same terms and conditions as the trust hereunder;provided, further,that no such distribution
shall be made to any trust that may have a duration exceeding the period after which such trust
hereunder is to terminate pursuant to the provision herein titled"Rule Against Perpetuities." In
determining whether such other trust or trusts is held upon substantially the same terms and
conditions as the trust hereunder,the trustee need not take into consideration the interest of any
future beneficiary in any such trust if the value of such future beneficiary's interest immediately
before the distribution described in this Section is less than five percent(5%)of the value of the
property of the trust in which such future beneficiary has an interest. A distribution may be made
to a trust for the benefit of less than all of the beneficiaries of the trust hereunder pursuant to the
foregoing provisions if the trustee of the trust hereunder is authorized to pay income and principal
to the beneficiaries as the trustee determines in the trustee's discretion (not limited by an
ascertainable standard within the meaning of Sections 2041 and 2514 of the Code).
EE. Separate Trusts for Income Purposes. If property that is held in,or is to be added
or allocated to,a trust held pursuant to this Agreement is subject to different treatment for federal
income tax purposes than other property held in or being added or allocated to such trust,then the
L IH GT Trust 11green ent Page 57
Certification of Trust—Exhibit "A" Page 24
trustee may hold such property in a separate trust(to be created by the trustee)that is identical in
all respects to that trust, with such additional designation for purposes of identification as the
trustee determines.
FF. Additions to Existing Trusts. If property becomes distributable to a new trust
hereunder, the terns and beneficiaries of which are identical in all respects to a then subsisting
trust hereunder, the trustee of the distributing trust, in such trustee's discretion, may add such
property to the subsisting trust,to be administered and disposed of as a part thereof.
GG. S Corporation Stock. If a trust owns or will acquire S Corporation Stock or stock
in a corporation that is intended to become an S Corporation,the trustee(other than a beneficiary-
trustee and other than a trustee of a Marital Trust)may amend the provisions of such trust and/or
the provisions of any trust that may be created from such trust in order to permit such trust to hold
stock in an S Corporation or in order to permit such trust to convert from a"qualified subchapter
S trust"(as defined in Section 1361(d)(3)of the Code) to an"electing small business trust"(as
defined in Section 1361(e)of the Code)or vice versa. This power specifically includes,but is not
limited to,the power to amend the provisions of a trust in order to:
1. eliminate the descendants of a person as current beneficiaries of such trust
if such person is also a current beneficiary of such trust;
2. eliminate all potential current beneficiaries of such trust who are not
persons,estates or charitable organizations eligible to hold S Corporation Stock;
3. eliminate or reduce a power of appointment whether in its objects or the
time or mariner in which it may be exercised;
4. modify the standards of distribution of the income and/or principal of a
trust;and/or
5. take any other actions that the trustee may deem advisable in order to permit
such trust to hold stock in an S Corporation in the form or type of trust the trustee deems advisable.
Notwithstanding any provision of this Agreement,if the beneficiary of a trust hereunder
that otherwise satisfies the requirements of a qualified subchapter S trust (as defined in
Section 1361(d)(3) of the Code) makes an election under Section 1361(d)(2)of the Code with
respect to such trust, the trustee shall thereafter pay the beneficiary all of the net income of the
trust,in annual or more frequent installments.
HH. Trustee Rights and Powers With Respect to Environmental iWalters. The trustee
shall possess the broadest possible rights and powers regarding trust property that presents or may
present environmental concerns. To that end,the trustee may(1)maintain any real property in
compliance with any environmental, health, or safety laws or regulations; (2) conduct
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environmental assessments, audits, inspections, and site monitoring; (3) take all appropriate
remedial action to contain, clean up or remove any environmental condition including a spill,
release, discharge or contamination; (4) institute legal proceedings concerning environmental
conditions or contest or settle legal proceedings brought by any government agency concerned
with environmental compliance, or by a private litigant; (5) employ and pay reasonable
compensation to agents,consultants and legal counsel to assist or perform the powers granted in
this Section;and(6)withhold a distribution or payment to a beneficiary until receiving from said
beneficiary an agreement in which the beneficiary agrees to indemnify the trustee against any
claims filed against the trustee asserting liability under any environmental law including liability
as an "owner," "operator" or otherwise under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as from time to time amended, or any regulation
thereunder;provided, however,that the trustee may not take any action under this Section that
would in any way jeopardize any marital deduction for property passing at my death. The trustee
shall not be liable to any beneficiary,or to any other party interested in the trust,for any loss or
depreciation in value of the trust property as a result of the trustee retaining any property on which
there is discovered to be hazardous materials or substances requiring remedial action pursuant to
any environmental law,unless the trustee contributed to that loss or depreciation through willful
wrongdoing or gross negligence.
II. Taxation of Trust. The trustee shall not take any action that would cause the trust
to be taxable as a corporation or an association.
7J. Conflicts oflnterest. A trustee or an affiliate of a trustee shall not be prohibited in
any respect from participating in, or from receiving compensation for participating in, any
transaction with respect to and on behalf of any trust held under this Agreement due to such
trustee's or affiliate's duty of loyalty or duty to avoid conflicts of interest, and such duties are
hereby waived for such purpose. By way of example and not limitation,the trustee is authorized,
in the trustee's discretion,to enter into transactions with,and/or retain the services of,any trustee
hereunder(including such trustee)or any affiliate of any trustee upon such terms and conditions
as the trustee deems advisable,including,but not limited to,transactions or services in which the
trustee or any affiliate thereof:(i)acts as a broker,dealer or investment advisor to execute security,
insurance, real estate and any other transaction on behalf of any trust hereunder; (ii)purchases
assets from or sells assets to any trust hereunder (including, but not limited to, contracts of
insurance, securities, derivatives or other financial instruments); (iii)lends money to any trust
hereunder;or(iv)acts as the manager and/or has a carried interest,including investments managed
by the trustee or any affiliate thereof. The trustee also is authorized,in the trustee's discretion,to
invest in any money market deposit or similar account,in securities of the trustee or any affiliate
thereof, or in one or more investment funds or Business Entities to which the trustee, or any
affiliate thereof,renders services and receives compensation therefrom. In addition to receiving
compensation for acting as trustee,each trustee and such trustee's affiliates providing services to
the trust shall be entitled to compensation from the trust estate for such services as if such services
were provided by unrelated entities and without any reduction in compensation because such
trustee or affiliate is acting in more than one capacity. As used in this Section,"affiliates"of a
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trustee shall include any subsidiary of the trustee and any individual or entity associated or
affiliated with the trustee or any of such trustee's subsidiaries.
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IN WETNESS WHEREOF, 1 have hereunto set my hand as of the date first set forth
above.
(
Laurie J,Huarte;:9ettl r—
The undersigned hereby accepts the trusteeship hereof and the property listed in the
attached Schedule A and agrees to hold and administer the bust property pursuant to the terms and
provisions of this Agreement,all as of the date first set forth above,
North Point Trust Company,L.L.C.,a South Dakota
limited liability company
By: A,,k-�l t'�l LA
Todd M.Wiles,President
The undersigned hereby accepts the office of Investment Trustee and agrees to act as
Investment Trustee pursuant to the terns and provisions of this Agreement,all as of the date first
set forth above.
Joseph D. uarte,Investment Trustee
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Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached,and not the truthfulness,
accuracy,or validity of that document.
STATE OF CALIFORNIA )
ss.
COUNTY OF,SHNTa )
On Y --2 , 2019, before me, (-1 4 R /�,9N.5,(L 1(4 , personally
appeared Laurie J. Huarte, who proved to me on the basis of satisfactory evidence to be the
person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNES, my hand and official seal. ;;,:;,� JULIA A.FIANSELKA
-� a Notary Public•Calilornia i
s); Santa Barbara County >
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qg My Comm,Expires Nov 6.2020®'y
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