Annual Trust Accounting (Delaware — 12 Del. C. §§ 3520-3528, 3585)

ANNUAL TRUSTEE'S ACCOUNT

Pursuant to 12 Del. C. §§ 3520-3528 and the Common-Law Duty of Disclosure (Subject to § 3303)

I. TRUST IDENTIFICATION

II. TRUSTEE IDENTIFICATION

III. RECIPIENTS OF THIS ACCOUNT

IV. SUMMARY OF ACCOUNT

V. SCHEDULE A — BEGINNING STATEMENT OF ASSETS (As of [__/__/____])

VI. SCHEDULE B — RECEIPTS DURING PERIOD

A. Income Receipts

B. Principal Receipts

VII. SCHEDULE C — GAINS AND LOSSES ON SALES / EXCHANGES

VIII. SCHEDULE D — DISBURSEMENTS DURING PERIOD

A. Ordinary Administration Expenses

B. Taxes

IX. SCHEDULE E — DISTRIBUTIONS TO BENEFICIARIES

X. SCHEDULE F — TRUSTEE COMPENSATION (12 Del. C. § 3556)

XI. SCHEDULE G — AGENTS HIRED BY TRUSTEE

Related-Party Transactions

☐ The Trustee did not engage in any related-party transactions during the period other than as disclosed above.

☐ The following related-party transactions occurred and are disclosed for the recipient's review: [________________________________]

XII. SCHEDULE H — ENDING STATEMENT OF ASSETS (As of [__/__/____])

Statement of Liabilities

☐ The Trust has no outstanding liabilities as of the end of the accounting period.

XIII. STATUTORY LIMITATION NOTICE — 12 DEL. C. § 3585

NOTICE OF LIMITATION OF ACTIONS UNDER 12 DEL. C. § 3585

Pursuant to 12 Del. C. § 3585, a person may initiate a judicial proceeding against the Trustee for breach of trust or any other claim only until the first to occur of:

(1) One (1) year after the date the person was sent a report (including this Annual Account) that adequately disclosed the facts constituting the claim, or such longer period as is provided by the governing instrument;

(2) One hundred twenty (120) days after the date a resigning, removed, or otherwise outgoing Trustee sent a report that (a) notified the recipient of the Trustee's cessation, (b) adequately disclosed the facts constituting the claim, and (c) adequately disclosed the time limit under § 3585; or

(3) The date the proceeding was otherwise precluded by adjudication, release, consent, limitation, or pursuant to the terms of the governing instrument.

A backstop period of five (5) years under 12 Del. C. § 3585(b) applies in the absence of a qualifying report, beginning from the earlier of the date the Trustee ceases to serve or the date the recipient's interest in the Trust terminates. The three (3) year residual personal-action period under 10 Del. C. § 8106 may apply to claims not adequately disclosed in a § 3585-qualifying report, subject to the discovery rule and any applicable fiduciary tolling.

THIS ANNUAL ACCOUNT IS INTENDED TO CONSTITUTE A REPORT UNDER § 3585(a)(1) AS TO EACH ITEM DISCLOSED HEREIN. IF YOU BELIEVE ANY ITEM IS NOT ADEQUATELY DISCLOSED, OR IF YOU HAVE ANY OBJECTION TO ANY ITEM, YOU SHOULD CONSULT INDEPENDENT COUNSEL PROMPTLY.

XIV. BENEFICIARY OBJECTION MECHANISM — COURT OF CHANCERY (10 DEL. C. § 341)

You may petition the Delaware Court of Chancery for the county of the principal place of administration identified in Section I to:

• Compel a formal account under 12 Del. C. § 3521;
• Object to and contest any item in this Account under 12 Del. C. § 3525;
• Settle the Trustee's account and obtain a closing decree under 12 Del. C. §§ 3527-3528;
• Surcharge the Trustee for breach of trust or remove the Trustee under applicable Chapter 35 provisions; or
• Obtain instructions on any matter relating to administration of the Trust.

Informal Objection. You are encouraged (but not required) to communicate any objection in writing to the Trustee at the address in Section II within [____] days of receipt of this Account. Informal objection does not extend, shorten, or substitute for the statutory limitations periods stated in Section XIII.

Alternative resolution by nonjudicial settlement agreement under 12 Del. C. § 3338 is available to interested persons (including Designated Representatives under § 3339 and virtual representatives under § 3547).

XV. BENEFICIARY RECEIPT AND RELEASE

The undersigned recipient acknowledges:

1. Receipt of the foregoing Annual Trustee's Account for the period [__/__/____] to [__/__/____];
2. Review of each schedule and supporting documentation reasonably necessary to understand the Account;
3. Approval of the Account as filed and the acts of the Trustee disclosed in the Account;
4. Release and discharge of the Trustee from any and all claims arising out of acts or omissions adequately disclosed in the Account; AND
5. Express acknowledgment that this Receipt and Release does NOT release any claim based on fraud, material non-disclosure, or breach of duty not reasonably ascertainable from the Account, and does NOT extend any laches or discovery-rule limitation that would otherwise apply to such claims.

Signed:

☐ Recipient declines to execute the Receipt and Release at this time. (Declination does not affect the running of § 3585 limitations.)

XVI. TRUSTEE VERIFICATION

I, the undersigned Trustee, declare under penalty of perjury under the laws of the State of Delaware:

1. I have reviewed the foregoing Annual Trustee's Account and each schedule;
2. The information set forth is true, correct, and complete to the best of my knowledge, based on the books, records, and supporting documentation of the Trust;
3. All material receipts, disbursements, distributions, assets, liabilities, Trustee compensation, and agent compensation (including any related-party agents) for the accounting period are disclosed;
4. This Account is furnished pursuant to 12 Del. C. Chapter 35 and is intended to constitute a report under 12 Del. C. § 3585(a)(1) for purposes of the limitations periods stated in Section XIII.

Executed on [__/__/____] at [____________________], Delaware.

Trustee Signature: [________________________________]

Print Name: [________________________________]

Capacity: [________________________________]

XVII. PROOF OF SERVICE

I, the undersigned, declare under penalty of perjury under the laws of the State of Delaware that I am over the age of 18 years and not a party to the within matter, and that on the date above I served the foregoing ANNUAL TRUSTEE'S ACCOUNT on each recipient identified in Section III by the method indicated.

Signature: [________________________________]

Print Name: [________________________________]

Date: [__/__/____]

SOURCES AND REFERENCES

• 12 Del. C. § 3520-3528 (Trustee Accounts; Court of Chancery Formal Accountings) — https://delcode.delaware.gov/title12/c035/sc02/index.html
• 12 Del. C. § 3303 (Permissible Variation of Default Informational Duties) — https://delcode.delaware.gov/title12/c035/sc01/index.html
• 12 Del. C. § 3339 (Designated Representatives) — https://delcode.delaware.gov/title12/c033/index.html
• 12 Del. C. § 3547 (Virtual Representation) — https://delcode.delaware.gov/title12/c035/index.html
• 12 Del. C. § 3585 (Limitation of Action Against Trustee Following Report) — https://delcode.delaware.gov/title12/c035/sc07/index.html
• 10 Del. C. § 341 (Court of Chancery General Equity Jurisdiction) — https://delcode.delaware.gov/title10/c005/sc02/index.html
• 10 Del. C. § 8106 (Three-Year Residual Personal-Action Limitations Period) — https://delcode.delaware.gov/title10/c081/index.html
• 12 Del. C. § 3556 (Trustee Compensation) — https://delcode.delaware.gov/title12/c035/sc05/index.html
• Chambers, "Know Your Limitations: The Importance of Statutes of Limitation for Trustees" — https://chambers.com/articles/know-your-limitations-the-importance-of-statutes-of-limitation-for-trustees
• Morris Nichols, "Designated Representatives: Sending Trusted Individuals to the Front Lines" — https://www.morrisnichols.com/insights-designated-representatives-sending-trusted-individuals-to-the-front-lines