IRREVOCABLE TRUST AGREEMENT

(Massachusetts Uniform Trust Code – M.G.L. ch. 203E Governing Instrument)

[// GUIDANCE: This template is drafted for use under Massachusetts law. Review carefully for client-specific facts, tax objectives, and coordination with existing estate plans. Insert all bracketed information and remove guidance before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title; Parties; Date
   This Irrevocable Trust Agreement (“Agreement” or “Trust Instrument”) is entered into and made effective as of [EFFECTIVE DATE] (“Effective Date”) by and between [GRANTOR LEGAL NAME], of [ADDRESS] (“Grantor”), and [TRUSTEE LEGAL NAME], of [ADDRESS] (“Trustee”).

2. Recitals
   A. Grantor desires to create an irrevocable trust under the laws of the Commonwealth of Massachusetts for the benefit of the persons described herein.
   B. Trustee is willing to hold the property described herein in trust, subject to the terms and conditions of this Agreement.
   C. Grantor has transferred or contemporaneously is transferring to Trustee the property listed on Schedule A attached hereto (the “Trust Estate”) as consideration for Trustee’s agreement to hold and administer such property.

3. Declaration of Trust
   Grantor hereby irrevocably assigns, conveys, and delivers the Trust Estate to Trustee, to have and to hold in trust, subject to the terms of this Agreement and the Massachusetts Uniform Trust Code, M.G.L. ch. 203E (“MUTC”).

II. DEFINITIONS

Unless the context requires otherwise, capitalized terms shall have the meanings set forth below. Defined terms appear in alphabetical order and, where used elsewhere, reference their definitions herein.

“Accounting Period” means each calendar year ending December 31, or such other period selected by Trustee in Trustee’s discretion.

“Administrative Trustee” means any person appointed solely to perform administrative or directed-trust functions under Section III.7.

“Beneficiary” means each individual or entity identified in Schedule B and any additional person who becomes entitled to distributions pursuant to this Agreement.

“Independent Trustee” means a Trustee who is not (a) the Grantor, (b) a Beneficiary, (c) a Related or Subordinate Party to Grantor within the meaning of § 672(c) of the Internal Revenue Code, or (d) an employee, agent, or affiliate of any of the foregoing.

“Majority of the Beneficiaries” means Beneficiaries then eligible to receive distributions of principal who, if natural persons, are at least 18 years of age and who, in the aggregate, are entitled to receive more than 50% of the Trust’s distributable income if distributed at the time of such determination.

“Permitted Modification” has the meaning set forth in Section III.9.

“Protected Person” has the meaning set forth in Section VII.1.

“Trust Assets” means all property, tangible or intangible, real or personal, now or hereafter forming part of the Trust Estate.

[// GUIDANCE: Add additional defined terms as needed for specialized asset classes, distribution standards, investment advisers, etc.]

III. OPERATIVE PROVISIONS

1. Irrevocability
   (a) This Trust is irrevocable. Except as expressly permitted herein or under non-waivable provisions of the MUTC, Grantor shall have no power, whether alone or in conjunction with any other person, to alter, amend, revoke, or terminate this Trust, or to designate the persons who shall possess or enjoy the Trust Assets or the income therefrom.
   (b) Any attempt by Grantor to revoke or modify the Trust contrary to this Section shall be void and of no effect.

2. Trust Purpose
   The primary purposes of this Trust are (i) to hold, protect, and invest the Trust Assets for the benefit of the Beneficiaries, (ii) to provide for discretionary and mandatory distributions as provided herein, and (iii) to achieve estate-planning, creditor-protection, and tax-efficiency objectives consistent with applicable law.

3. Funding of Trust
   (a) Initial Funding. The Trust Estate initially consists of the property described on Schedule A.
   (b) Subsequent Additions. Trustee may accept additional property from any person, at any time, by lifetime transfer, testamentary bequest, or beneficiary designation, provided that Trustee determines such property is compatible with the administration of the Trust.

4. Distributions of Income and Principal
   (a) Mandatory Distributions. Commencing on the Effective Date, Trustee shall distribute to or for the benefit of the Beneficiaries the net income of the Trust [annually/quarterly/on demand] as follows: [INSERT DISTRIBUTION PERCENTAGES OR FORMULA].
   (b) Discretionary Distributions. Trustee may, in Trustee’s sole and absolute discretion, distribute principal to any Beneficiary for such Beneficiary’s health, education, maintenance, or support (“HEMS Standard”) or for any broader standard expressly set forth in Schedule B.
   (c) Situs and Tax Considerations. Trustee may consider the income tax consequences to the Trust and to each Beneficiary in determining the timing and amount of any distribution.

5. Spendthrift; Anti-Alienation
   To the maximum extent permitted by M.G.L. ch. 203E, § 502 and other applicable law, the interest of any Beneficiary shall not be subject to voluntary or involuntary transfer, assignment, pledge, or seizure by legal process.

6. Powers of Trustee
   Trustee shall have all powers granted to a Trustee under the MUTC, including but not limited to investment, management, distribution, delegation, and tax elections, plus the specific powers enumerated in Schedule C. Such powers shall be exercised in Trustee’s fiduciary discretion, subject to the prudent investor rule (M.G.L. ch. 203E, §§ 801-804), unless expressly modified in Schedule C.

7. Appointment of Co-Trustees, Successor Trustees, and Administrative Trustees
   (a) Appointment Mechanics. Upon the resignation, incapacity, or removal of a Trustee, the successor named in Schedule D shall serve. If none are willing or able, a Majority of the Beneficiaries may appoint a successor Independent Trustee.
   (b) Directed Trusts. Grantor or a Majority of the Beneficiaries may appoint an Administrative Trustee or investment adviser whose directions Trustee shall follow with respect to specified Trust matters, to the extent allowed by M.G.L. ch. 203E, § 808.
   (c) Removal. A Majority of the Beneficiaries may remove any Trustee, with or without cause, upon 30 days’ written notice, provided that at all times at least one Independent Trustee serves.

8. Trust Accounting and Information Rights
   (a) Annual Accountings. Within 90 days after the close of each Accounting Period, Trustee shall furnish to each Qualified Beneficiary, as defined in M.G.L. ch. 203E, § 103, a written statement of receipts, disbursements, and holdings.
   (b) Inspection Rights. Upon reasonable request, any Beneficiary may inspect the Trust’s books and records during normal business hours.
   (c) Waiver. A Beneficiary’s written approval of Trustee’s accountings shall, absent fraud or intentional wrongdoing, be final and binding upon such Beneficiary after 180 days.

9. Permitted Modifications and Decanting
   Notwithstanding Section III.1, Trustee may, without leave of court, (i) decant assets to a new trust for the benefit of one or more Beneficiaries, (ii) merge or divide trusts, or (iii) otherwise modify administrative provisions (“Permitted Modification”) in accordance with M.G.L. ch. 203E and applicable decanting statutes, provided no such action shall (a) enlarge any Beneficiary’s vested interest, (b) reduce any Beneficiary’s vested interest without such Beneficiary’s consent, or (c) have adverse tax consequences to the Trust, Grantor, or any Beneficiary.

10. Termination of Trust
    (a) Scheduled Termination. Unless sooner terminated as provided herein, the Trust shall terminate upon the first to occur of:
    (i) [FIXED DATE];
    (ii) [EVENT], e.g., death of the last surviving Beneficiary named in Schedule B; or
    (iii) Expiration of the perpetuities period allowed by M.G.L. ch. 184A or any successor statute.
    (b) Distribution on Termination. Upon termination, Trustee shall distribute remaining Trust Assets outright to the Beneficiaries in the proportions set forth in Schedule B, or, if none, to the Grantor’s heirs at law determined as of that time.

IV. REPRESENTATIONS & WARRANTIES

1. Grantor Representations
   (a) Authority. Grantor possesses full legal capacity and authority to create this Trust and to transfer the Trust Assets.
   (b) Title. Grantor holds good and marketable title to the property described on Schedule A, free of liens except as disclosed therein.
   (c) No Conflicts. Execution and delivery of this Agreement do not violate any court order, contract, or applicable law binding upon Grantor.

2. Trustee Representations
   (a) Capacity. Trustee is legally competent and, if an entity, duly organized and in good standing under the laws of its jurisdiction of formation.
   (b) No Conflict of Interest. Trustee’s acceptance of this trusteeship does not violate any contractual or fiduciary obligation of Trustee.
   (c) Fiduciary Duty. Trustee understands and accepts the fiduciary duties imposed by Massachusetts law.

3. Survival
   All representations and warranties shall survive the Effective Date and continue in full force for the duration of the Trust.

V. COVENANTS & RESTRICTIONS

1. Grantor Covenants
   (a) Further Assurances. Grantor shall execute documents reasonably requested by Trustee to vest title to additional property in the Trust.
   (b) No Retained Powers. Grantor shall not retain or exercise any power that would cause inclusion of the Trust Assets in Grantor’s gross estate under I.R.C. §§ 2036-2038, except as expressly provided herein.

2. Trustee Covenants
   (a) Prudent Administration. Trustee shall administer the Trust in good faith, in accordance with its terms and the MUTC, and in the interests of the Beneficiaries.
   (b) Compliance with Law. Trustee shall file all required federal, state, and local tax returns and pay taxes owing out of the Trust Estate.
   (c) Notice of Litigation. Trustee shall promptly notify the Beneficiaries of any material litigation involving the Trust.

3. Beneficiary Covenants
   Beneficiaries shall not intentionally interfere with Trustee’s administration and shall cooperate in providing information reasonably requested by Trustee for tax or other administrative purposes.

VI. DEFAULT & REMEDIES

1. Events of Default
   The following constitute events of default:
   (a) Trustee’s willful misconduct, gross negligence, or material breach of fiduciary duty;
   (b) Trustee’s insolvency or appointment of a receiver;
   (c) Failure to provide required accountings within the time permitted by Section III.8.

2. Notice and Cure
   (a) Notice. Any Qualified Beneficiary may deliver written notice specifying the default and requested cure.
   (b) Cure Period. Trustee shall have 30 days from receipt of notice to cure the default, or such longer period as is reasonably necessary if Trustee commences cure within said 30-day period and diligently pursues completion.

3. Remedies
   If Trustee fails to cure within the cure period, any Qualified Beneficiary may:
   (a) Petition the Probate and Family Court to compel performance, suspend or remove Trustee, or surcharge Trustee;
   (b) Seek appointment of a Special Fiduciary;
   (c) Exercise other remedies available under the MUTC.

4. Attorney Fees and Costs
   In any proceeding arising out of an Event of Default, the prevailing party shall be entitled to recover reasonable attorney fees and costs from the Trust Estate, except that a removed or surcharged Trustee shall bear such fees personally to the extent ordered by the court.

VII. RISK ALLOCATION

1. Indemnification
   (a) Scope. Trustee and each predecessor, successor, or co-trustee (each a “Protected Person”) shall be indemnified, defended, and held harmless out of the Trust Assets against any and all claims, liabilities, losses, damages, expenses, and disbursements (including reasonable attorney fees) arising from the Protected Person’s administration of the Trust, except to the extent resulting from such Protected Person’s willful misconduct or gross negligence.
   (b) Procedures. Indemnification payments shall be advanced from Trust Assets upon written request and an undertaking by the Protected Person to repay such amounts if a final adjudication determines such Protected Person was not entitled to indemnification.

2. Limitation of Liability
   (a) Cap. The liability of any Protected Person to the Trust or any Beneficiary shall in no event exceed the value of the Trust Assets at the time the claim arises.
   (b) Exclusion of Consequential Damages. In no circumstance shall any Protected Person be liable for punitive, exemplary, or consequential damages.

3. Insurance
   Trustee may obtain and maintain fiduciary liability insurance, the premiums of which shall be paid from the Trust Estate and treated as an administrative expense.

4. Force Majeure
   Trustee shall not be liable for any delay or failure to perform caused by events beyond Trustee’s reasonable control, including but not limited to acts of God, war, terrorism, cyberattack, governmental action, epidemic, or market disruption.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement and all disputes or claims arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflict-of-laws principles.

2. Forum Selection
   Exclusive jurisdiction for all judicial proceedings relating to the Trust shall lie in the Probate and Family Court for [COUNTY] County, Massachusetts.

3. Optional Arbitration
   (a) Election. By unanimous written agreement of all then-serving Trustees and all Qualified Beneficiaries, any justiciable dispute may be submitted to binding arbitration before [ARBITRATION PROVIDER] in [LOCATION] pursuant to the rules of such provider.
   (b) Injunctive Relief. A party may seek temporary or preliminary injunctive relief from the Probate and Family Court to protect the Trust Assets pending arbitration.

4. Jury Waiver
   To the extent a civil jury could otherwise be available, the parties knowingly and voluntarily waive any right to trial by jury in any proceeding concerning this Trust.

5. Preservation of Equitable Remedies
   Nothing herein shall limit the court’s or arbitrator’s power to impose constructive trusts, injunctions, or other equitable relief to enforce this Agreement.

IX. GENERAL PROVISIONS

1. Amendment and Waiver
   Except for Permitted Modifications under Section III.9, this Agreement may not be amended or waived. Any purported amendment or waiver shall be void unless executed in a written instrument signed by all then-serving Trustees and all Beneficiaries and approved by the Probate and Family Court, if required by law.

2. Assignment and Delegation
   No Beneficiary may assign rights under this Agreement except as expressly permitted herein. Trustee may delegate duties to agents, custodians, or advisers as allowed by M.G.L. ch. 203E, § 807.

3. Successors and Assigns
   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and legal representatives.

4. Severability
   If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the original intent.

5. Entire Agreement
   This Agreement, together with all Schedules hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings.

6. Counterparts; Electronic Signatures
   This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered electronically (e.g., via PDF or DocuSign) shall be deemed original signatures.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Irrevocable Trust Agreement as of the Effective Date.

| | |
|_____|_____|
| [TRUSTEE LEGAL NAME], Trustee | Date |

[// GUIDANCE: If multiple Trustees, duplicate signature blocks. Massachusetts does not statutorily require notarization of a trust instrument, but notarization is recommended for evidentiary and recording purposes.]

COMMONWEALTH OF MASSACHUSETTS
[COUNTY], ss.

On this ___ day of ____, 20__, before me, the undersigned notary public, personally appeared [GRANTOR NAME] and [TRUSTEE NAME], proved to me through satisfactory evidence of identification to be the person(s) whose name(s) are signed on this document, and acknowledged to me that they signed it voluntarily for its stated purpose.

Notary Public
My Commission Expires: ____

SCHEDULE A – INITIAL TRUST ESTATE

[Describe or attach list of cash, securities, real property (with legal descriptions), insurance policies, partnership interests, etc.]

SCHEDULE B – BENEFICIARIES & DISTRIBUTION PROVISIONS

1. Primary Beneficiaries
   • [NAME], [DATE OF BIRTH], [RELATIONSHIP], share: _%
   • [NAME], [DATE OF BIRTH], [RELATIONSHIP], share: ___%

2. Secondary / Contingent Beneficiaries
   • [NAME], conditions precedents, etc.

3. Distribution Events & Standards
   • Mandatory income distribution schedule
   • Age-based principal distributions, etc.

[// GUIDANCE: Customize thoroughly to reflect client’s dispositive intent.]

SCHEDULE C – TRUSTEE POWERS (SUPPLEMENTAL)

1. Real property management, sale, mortgage
2. Investment in LLCs, partnerships, private equity
3. Use of derivatives or alternative investments subject to prudent investor standards
4. Power to make tax elections, allocate receipts and disbursements between income and principal, etc.

SCHEDULE D – SUCCESSOR TRUSTEES

1. First Successor: [NAME], [CONTACT INFO]
2. Second Successor: [NAME], [CONTACT INFO]
3. Method for appointing additional successors.

[// GUIDANCE: Finalize schedules, confirm tax counsel review (federal gift/estate, Massachusetts fiduciary income tax), and coordinate with any pour-over wills, life-insurance beneficiary designations, or retirement account planning.]