Trust Protector Agreement

TRUST PROTECTOR AGREEMENT

State of Arizona

Under A.R.S. § 14-10818 and the Arizona Trust Code (A.R.S. Title 14, Chapter 11)

ARTICLE I — PARTIES AND RECITALS

THIS TRUST PROTECTOR AGREEMENT ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and among:

Section 1.1 — Recitals

WHEREAS, the Settlor established the [________________________________] ("Trust") on [__/__/____] pursuant to the laws of the State of Arizona;

WHEREAS, the Trust instrument authorizes the appointment of a Trust Protector as provided under A.R.S. § 14-10818;

WHEREAS, A.R.S. § 14-10818(A) provides that a trust instrument may provide for the appointment of a trust protector, and that a person designated in the instrument with a status or title, other than that of a beneficiary, with powers similar to those specified in subsection B of that section, or designated as a trust protector, is a trust protector;

WHEREAS, Arizona adopted the Uniform Trust Code with modifications effective January 1, 2009, and the Arizona Trust Code is codified at A.R.S. Title 14, Chapter 11;

WHEREAS, under A.R.S. § 14-10818(D), a trust protector is not a trustee or fiduciary and is not liable or accountable as a trustee or fiduciary because of an act or omission when performing or failing to perform the duties of a trust protector under the trust instrument, except as otherwise provided therein;

WHEREAS, under A.R.S. § 14-10818(E), the exercise of powers by a trust protector constitutes the exercise of a special power of appointment;

WHEREAS, the Settlor desires to appoint the Trust Protector to exercise the powers authorized under A.R.S. § 14-10818(B) and the Trust instrument; and

WHEREAS, the Trust Protector is willing to accept such appointment subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment

The Settlor hereby appoints [________________________________] as Trust Protector of the Trust, effective as of the Effective Date, pursuant to A.R.S. § 14-10818(A). The Trust Protector shall exercise the powers provided under A.R.S. § 14-10818(B) and the Trust instrument.

Section 2.2 — Acceptance

The Trust Protector hereby accepts the appointment and agrees to exercise the powers granted hereunder in accordance with this Agreement, the Trust instrument, and applicable Arizona law, including the Arizona Trust Code (A.R.S. Title 14, Chapter 11).

Section 2.3 — Effective Period

This appointment shall remain in effect until terminated in accordance with Article IX of this Agreement. The Trust Protector's authority shall commence on the Effective Date and shall continue until:

(a) The Trust Protector's resignation, removal, death, or incapacity;
(b) The termination of the Trust; or
(c) The occurrence of a terminating event specified in the Trust instrument.

Section 2.4 — Binding Effect

The powers exercised by the Trust Protector pursuant to A.R.S. § 14-10818(B) and this Agreement are binding on the Trustee and all beneficiaries of the Trust, subject to the limitations set forth in Article III, Section 3.3.

Section 2.5 — Irrevocable Trust Effective Date

If the Trust became irrevocable before January 1, 2009, the parties acknowledge that A.R.S. § 14-10818(D) may not apply if the Trust instrument allows the Settlor to remove and replace the Trust Protector. The parties shall review the Trust instrument to determine whether this exception applies.

ARTICLE III — POWERS OF THE TRUST PROTECTOR

Section 3.1 — Designated Powers

Pursuant to A.R.S. § 14-10818(B), the powers granted to a Trust Protector may include, without limitation, the following powers, delegations, and functions conferred by the Trust instrument. Select all that apply:

Trust Modification and Amendment Powers (A.R.S. § 14-10818(B)):

☐ Modify or amend the Trust instrument to achieve favorable tax status or to respond to changes in the Internal Revenue Code, state law, or the rulings and regulations thereunder (A.R.S. § 14-10818(B)(2))
☐ Modify or amend the Trust instrument to take advantage of changes in the rule against perpetuities, restraints on alienation, or other state laws restricting the terms of a trust, the distribution of trust property, or the administration of the trust
☐ Amend the Trust instrument to correct scrivener's errors, ambiguities, or drafting deficiencies
☐ Change the governing law or situs of the Trust to another jurisdiction (A.R.S. § 14-10818(B)(5))
☐ Convert the Trust to a total return unitrust or vice versa
☐ Modify administrative or ministerial provisions of the Trust instrument
☐ Amend the Trust to comply with changes in applicable law or regulation

Beneficiary-Related Powers (A.R.S. § 14-10818(B)(3)-(4)):

☐ Increase, decrease, modify, or restrict the interests of any beneficiary of the Trust (A.R.S. § 14-10818(B)(3))
☐ Modify the terms of any power of appointment granted by the Trust (A.R.S. § 14-10818(B)(4))
☐ Adjust beneficial interests among existing beneficiaries
☐ Approve or veto discretionary distributions to beneficiaries
☐ Establish or modify distribution standards (e.g., health, education, maintenance, and support)
☐ Grant, modify, or revoke a special power of appointment held by a beneficiary
☐ Direct the creation of supplemental needs trusts for beneficiaries with disabilities, subject to A.R.S. § 14-10818(C)(2)

Trustee-Related Powers (A.R.S. § 14-10818(B)(1)):

☐ Remove and appoint a Trustee (A.R.S. § 14-10818(B)(1))
☐ Appoint successor or additional Trustees
☐ Resolve disputes among Co-Trustees and break deadlocks (see A.R.S. § 14-10703)
☐ Approve Trustee compensation and fee schedules
☐ Direct the Trustee to engage or terminate professional advisors, including investment managers and attorneys
☐ Evaluate Trustee performance and require corrective action

Investment and Administrative Powers:

☐ Direct or veto investment decisions or modify the investment policy
☐ Approve or direct the acquisition, retention, or disposition of specific Trust assets
☐ Direct changes to the Trust's investment strategy or asset allocation
☐ Authorize the Trustee to engage in transactions that would otherwise constitute self-dealing
☐ Direct the retention of closely held business interests, real property, or concentrated positions
☐ Direct the Trustee regarding the exercise of voting rights on Trust-held securities

Termination and Distribution Powers:

☐ Terminate the Trust, in whole or in part
☐ Direct early termination and distribution of Trust assets
☐ Divide the Trust into sub-trusts or merge sub-trusts
☐ Direct distributions to satisfy the Trust's purposes

Dispute Resolution Powers:

☐ Interpret ambiguous provisions of the Trust instrument, with binding effect
☐ Mediate or resolve disputes among beneficiaries
☐ Authorize or direct legal proceedings on behalf of the Trust
☐ Resolve disputes between the Trustee and beneficiaries

Other Powers:

☐ Other: [________________________________]
☐ Other: [________________________________]

Section 3.2 — Exercise of Powers

All powers shall be exercised by the Trust Protector in writing, delivered to the Trustee in accordance with Article XI. Pursuant to A.R.S. § 14-10818(E), the exercise of powers by the Trust Protector constitutes the exercise of a special power of appointment. The Trust Protector may exercise any power granted hereunder independently and without the consent of the Trustee, Settlor, or any beneficiary, unless the Trust instrument provides otherwise.

Section 3.3 — Limitations on Powers

Pursuant to A.R.S. § 14-10818(C) and the terms of this Agreement, the Trust Protector shall NOT:

(a) Grant a beneficial interest to an individual or a class of individuals unless the individual or class of individuals is specifically provided for under the Trust instrument (A.R.S. § 14-10818(C)(1)), except to the extent the Trust instrument specifically provides otherwise;
(b) Modify the beneficial interest of a governmental unit in a supplemental needs trust (A.R.S. § 14-10818(C)(2));
(c) Exercise any power for the personal benefit of the Trust Protector, except as expressly authorized in the Trust instrument;
(d) Make distributions to the Trust Protector or for the Trust Protector's benefit unless expressly authorized in the Trust instrument;
(e) Exercise any power in a manner that would cause inclusion of Trust assets in the Trust Protector's gross estate for federal estate tax purposes;
(f) Exercise any power in a manner that would be treated as a general power of appointment under I.R.C. § 2041 or § 2514;
(g) Add the Trust Protector, the Trust Protector's creditors, the Trust Protector's estate, or the creditors of the Trust Protector's estate as beneficiaries of the Trust; or
(h) Exercise powers in a manner inconsistent with the Trust's stated purposes or the interests of the beneficiaries.

Section 3.4 — Relationship to Powers to Direct

If the Trust also grants powers to direct under A.R.S. § 14-10808, the Trust Protector's authority hereunder shall be exercised in coordination with, but independently of, any power holder designated under that section. In the event of a conflict between a direction of the Trust Protector and a direction of another power holder under A.R.S. § 14-10808, the Trust Protector's direction shall control, unless the Trust instrument provides otherwise.

ARTICLE IV — STANDARD OF CONDUCT AND FIDUCIARY STATUS

Section 4.1 — Non-Fiduciary Classification (Statutory Default)

Under A.R.S. § 14-10818(D), a trust protector is not a trustee or fiduciary and is not liable or accountable as a trustee or fiduciary because of an act or omission when performing or failing to perform the duties of a trust protector under the trust instrument. However, this default may be modified by the Trust instrument. Select one:

☐ Non-Fiduciary Capacity (Statutory Default under A.R.S. § 14-10818(D)): The Trust Protector shall exercise all powers in a non-fiduciary capacity as provided by statute. The Trust Protector shall nonetheless be required to act in good faith and in accordance with the Trust's purposes.

☐ Fiduciary Capacity (Trust Instrument Override): Notwithstanding A.R.S. § 14-10818(D), the Trust instrument imposes fiduciary duties on the Trust Protector. The Trust Protector shall exercise all powers in a fiduciary capacity and shall be bound by duties of loyalty, care, and good faith toward the beneficiaries.

☐ Modified Standard: The Trust instrument defines the scope and extent of the Trust Protector's duties as follows: [________________________________]

☐ Partial Fiduciary / Partial Non-Fiduciary: The Trust Protector shall exercise the following powers in a fiduciary capacity: [________________________________]. All other powers shall be exercised in a non-fiduciary capacity pursuant to A.R.S. § 14-10818(D).

Section 4.2 — Distinction from Powers to Direct

The parties acknowledge that under A.R.S. § 14-10808(D), a person other than a beneficiary who holds a power to direct is presumed to be a fiduciary and is required to act in good faith with regard to the purposes of the trust and the interests of the beneficiaries. The Trust Protector's status under A.R.S. § 14-10818(D) is separate from and supersedes the general presumption in A.R.S. § 14-10808(D), unless the Trust instrument provides otherwise.

Section 4.3 — Standard of Care

Regardless of the fiduciary classification selected above, the Trust Protector shall:

(a) Act in good faith and in accordance with the terms and purposes of the Trust;
(b) Exercise reasonable care, skill, and caution in performing duties hereunder;
(c) Consider the long-term welfare of the Trust and its beneficiaries;
(d) Not engage in self-dealing with respect to Trust assets; and
(e) Act within the scope of authority granted by the Trust instrument and this Agreement.

Section 4.4 — Information Rights

The Trustee shall provide the Trust Protector with information reasonably necessary for the Trust Protector to exercise any power granted hereunder. The Trust Protector shall have the right to:

(a) Review Trust records, including accountings, tax returns, and investment reports;
(b) Request and receive information from the Trustee regarding Trust administration;
(c) Communicate with Trust beneficiaries regarding matters within the Trust Protector's authority; and
(d) Engage independent advisors at the Trust's expense, subject to reasonableness.

ARTICLE V — COMPENSATION

Section 5.1 — Compensation Amount

The Trust Protector shall be compensated as follows (select one):

☐ Fixed Annual Fee: $[____] per year, payable ☐ monthly ☐ quarterly ☐ annually
☐ Hourly Rate: $[____] per hour for time actually spent performing Trust Protector duties
☐ Percentage of Trust Assets: [____]% of the net fair market value of Trust assets, calculated as of [________________________________]
☐ Per-Action Fee: $[____] per formal action taken as Trust Protector
☐ Reasonable Compensation: Reasonable compensation as determined by the Trustee and Trust Protector, consistent with prevailing rates for similar services in Arizona
☐ No Compensation: The Trust Protector shall serve without compensation
☐ Other: [________________________________]

Section 5.2 — Expense Reimbursement

The Trust Protector shall be entitled to reimbursement from the Trust for all reasonable and necessary expenses incurred in the performance of duties hereunder, including but not limited to:

(a) Legal fees and costs;
(b) Accounting and tax advisory fees;
(c) Travel expenses reasonably related to Trust administration;
(d) Costs of independent professional advisors;
(e) Court filing fees and related costs; and
(f) Communication and administrative expenses.

Section 5.3 — Payment Source

All compensation and expense reimbursements shall be paid from Trust assets and shall constitute a proper Trust expense. The Trustee shall process compensation payments within [____] days of receipt of the Trust Protector's invoice or statement.

Section 5.4 — Tax Reporting

The Trustee shall issue appropriate tax reporting documents (Form 1099 or other applicable forms) to the Trust Protector for all compensation paid hereunder.

ARTICLE VI — LIABILITY AND INDEMNIFICATION

Section 6.1 — Limitation of Liability

(a) Pursuant to A.R.S. § 14-10818(D), the Trust Protector is not a trustee or fiduciary and is not liable or accountable as a trustee or fiduciary because of an act or omission when performing or failing to perform the duties of a trust protector under the Trust instrument;
(b) The Trust Protector shall not be personally liable for any action taken or omitted in good faith and in accordance with this Agreement and the Trust instrument;
(c) The Trust Protector shall not be liable for any loss to the Trust resulting from the Trustee's failure to comply with a proper direction;
(d) The Trust Protector shall be liable only for willful misconduct or gross negligence;
(e) Pursuant to A.R.S. § 14-10808(B), a directed Trustee that acts pursuant to the Trust Protector's direction is not subject to liability for those actions unless the Trustee acts in bad faith or with reckless indifference; and
(f) Any liability of the Trust Protector shall be limited to the Trust assets under administration at the time of the act or omission giving rise to the claim.

Section 6.2 — Indemnification

The Trust shall indemnify, defend, and hold harmless the Trust Protector from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees and court costs) arising out of or related to the Trust Protector's exercise or nonexercise of powers hereunder, except to the extent caused by the Trust Protector's willful misconduct or gross negligence. This indemnification shall:

(a) Be payable from Trust assets;
(b) Survive the termination of this Agreement;
(c) Survive the Trust Protector's resignation or removal;
(d) Extend to the Trust Protector's heirs, executors, and personal representatives; and
(e) Include advancement of defense costs upon written request, subject to repayment if it is ultimately determined that the Trust Protector is not entitled to indemnification.

Section 6.3 — Exculpation

To the maximum extent permitted under Arizona law, including A.R.S. § 14-10818(D), the Trust Protector shall not be liable for any act or omission made in good faith, provided such act or omission does not constitute willful misconduct or gross negligence.

Section 6.4 — Insurance

The Trust Protector may, at the Trust's expense, obtain and maintain errors and omissions insurance or other professional liability coverage in connection with service as Trust Protector. The decision to obtain such insurance and the amount of coverage shall be:

☐ At the Trust Protector's sole discretion
☐ Subject to Trustee approval
☐ Required, with minimum coverage of $[________________________________]

ARTICLE VII — SUCCESSION

Section 7.1 — Successor Trust Protector

In the event of the Trust Protector's death, incapacity, resignation, or removal, a successor Trust Protector shall be appointed by the following method (select one or more in order of priority):

☐ The Settlor (if living and competent) shall appoint a successor
☐ The outgoing Trust Protector shall designate a successor in writing
☐ The Trustee shall appoint a successor
☐ A majority-in-interest of the current income beneficiaries shall appoint a successor
☐ A designated third party: [________________________________] shall appoint a successor
☐ The [________________________________] County Superior Court of Arizona shall appoint a successor upon petition under A.R.S. § 14-10201
☐ Other method: [________________________________]

Section 7.2 — Qualifications of Successor

Any successor Trust Protector shall:

(a) Be a natural person over the age of [____] years or a corporate entity authorized to serve in a fiduciary or advisory capacity;
(b) Not be a beneficiary of the Trust, unless the Trust instrument expressly permits;
(c) Be a resident of the United States;
(d) Be independent of the Trustee, unless the Trust instrument permits otherwise;
(e) Not be a person whose appointment would cause adverse tax consequences to the Trust or its beneficiaries; and
(f) Possess any additional qualifications set forth in the Trust instrument.

Section 7.3 — Acceptance by Successor

A successor Trust Protector shall accept appointment by executing a written acceptance substantially in the form attached as Exhibit A (if applicable) or by written instrument delivered to the Trustee and all qualified beneficiaries. The successor Trust Protector shall be bound by the terms of this Agreement and the Trust instrument upon acceptance.

Section 7.4 — Interim Period

During any vacancy in the office of Trust Protector, the powers granted hereunder shall be suspended and the Trustee shall administer the Trust in accordance with its terms, exercising independent judgment on all matters that would otherwise require Trust Protector direction. The Trustee shall not be liable for actions taken during the vacancy period that would otherwise have required Trust Protector approval, provided the Trustee acts in good faith and with reasonable care.

Section 7.5 — Transition of Records

Upon succession, the outgoing Trust Protector (or the outgoing Trust Protector's legal representative) shall deliver to the successor Trust Protector all records, documents, and correspondence relating to the Trust within [____] days of the effective date of succession.

ARTICLE VIII — REPORTING AND COMMUNICATION

Section 8.1 — Notice of Actions

The Trust Protector shall provide written notice to the Trustee and to all qualified beneficiaries within [____] days of exercising any power under Article III, unless the Trust instrument provides otherwise. The notice shall include:

(a) A description of the action taken;
(b) The date the action was taken;
(c) The statutory or Trust instrument authority for the action; and
(d) The effective date of the action.

Section 8.2 — Annual Report

The Trust Protector shall provide an annual written summary of all actions taken or decisions made during the preceding calendar year to:

☐ The Settlor (if living)
☐ The Trustee
☐ All current income beneficiaries
☐ All qualified beneficiaries as defined under Arizona law
☐ Other: [________________________________]

The annual report shall be provided no later than [____] days after the end of each calendar year.

Section 8.3 — Trustee Reporting to Trust Protector

The Trustee shall provide the Trust Protector with the following on a regular basis:

☐ Quarterly account statements
☐ Annual trust accounting
☐ Annual tax returns (or copies thereof)
☐ Investment performance reports
☐ Notice of any material events affecting the Trust or its beneficiaries
☐ Notice of any legal proceedings involving the Trust
☐ Other: [________________________________]

Section 8.4 — Records Retention

The Trust Protector shall maintain records of all actions taken, decisions made, and communications with the Trustee and beneficiaries for a period of not less than [____] years following the later of: (a) the date of the action or communication; or (b) the termination of the Trust Protector's service.

Section 8.5 — Confidentiality

The Trust Protector shall maintain the confidentiality of all Trust information and shall not disclose Trust information to any person other than the Trustee, the beneficiaries, and professional advisors engaged in connection with Trust administration, except as required by law or court order.

ARTICLE IX — RESIGNATION AND REMOVAL

Section 9.1 — Resignation

The Trust Protector may resign by providing written notice to the Trustee and to all qualified beneficiaries not less than [____] days prior to the effective date of resignation. The resignation shall be effective upon the earlier of:

(a) Appointment and acceptance by a successor Trust Protector; or
(b) Expiration of the notice period specified above.

Section 9.2 — Removal

The Trust Protector may be removed as follows (select all that apply):

☐ By the Settlor (if living and competent), with or without cause
☐ By a unanimous vote of all current income beneficiaries, for cause
☐ By a majority-in-interest of all qualified beneficiaries, for cause
☐ By order of the Arizona Superior Court upon petition under A.R.S. § 14-10201
☐ By a designated third party: [________________________________]
☐ Other: [________________________________]

Section 9.3 — Definition of Cause

For purposes of this Article, "cause" shall include:

(a) Willful misconduct or gross negligence in the performance of duties;
(b) Incapacity, whether physical or mental;
(c) Failure to act when action is reasonably required;
(d) Conviction of a felony or crime of moral turpitude;
(e) Sustained substance abuse that materially impairs the Trust Protector's ability to perform duties;
(f) A material conflict of interest that cannot be waived or resolved;
(g) A significant change in circumstances making continued service adverse to the Trust's purposes;
(h) Breach of the standard of conduct set forth in Article IV; or
(i) Failure to comply with the reporting requirements of Article VIII.

Section 9.4 — Effect of Resignation or Removal

Upon resignation or removal, the Trust Protector shall:

(a) Cease exercising all powers granted hereunder;
(b) Deliver all Trust-related records and documents to the Trustee or successor Trust Protector within [____] days;
(c) Cooperate with the successor Trust Protector during the transition period; and
(d) Remain entitled to indemnification under Article VI for actions taken during the period of service.

ARTICLE X — DISPUTE RESOLUTION

Section 10.1 — Informal Resolution

The parties shall first attempt to resolve any dispute arising under this Agreement or the Trust instrument relating to the Trust Protector's authority through good-faith discussions among the affected parties.

Section 10.2 — Mediation

If informal resolution is unsuccessful within [____] days, the dispute shall be submitted to mediation before a qualified mediator in [________________________________] County, Arizona. The mediator shall be selected by mutual agreement or, failing agreement, by the presiding judge of the [________________________________] County Superior Court. The costs of mediation shall be paid from Trust assets.

Section 10.3 — Judicial Resolution

If mediation fails to resolve the dispute within [____] days, any party may petition the Arizona Superior Court having jurisdiction under A.R.S. § 14-10201. The court may:

(a) Determine the validity of the Trust Protector's actions;
(b) Interpret the scope of the Trust Protector's authority;
(c) Remove the Trust Protector for cause;
(d) Appoint a successor Trust Protector; or
(e) Grant such other relief as the court deems appropriate.

Section 10.4 — Arbitration (Optional)

☐ The parties agree that any dispute not resolved through mediation shall be submitted to binding arbitration in accordance with the rules of [________________________________], conducted in [________________________________], Arizona. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction. The costs of arbitration shall be paid from Trust assets.

Section 10.5 — Attorney Fees

In any proceeding arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs from:

☐ Trust assets
☐ The non-prevailing party
☐ As determined by the court or arbitrator

ARTICLE XI — GENERAL PROVISIONS

Section 11.1 — Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, including the Arizona Trust Code (A.R.S. Title 14, Chapter 11), A.R.S. § 14-10818 (Trust Protector), and A.R.S. § 14-10808 (Powers to Direct), without regard to conflict of laws principles.

Section 11.2 — Arizona Trust Code Provisions

The parties acknowledge that this Trust is administered under Arizona law, which includes the following provisions relevant to trust protector administration:

Section 11.3 — Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in Article I by:

☐ Personal delivery
☐ Certified mail, return receipt requested
☐ Nationally recognized overnight courier
☐ Electronic mail (with confirmation of receipt) to:

• Settlor: [________________________________]
• Trustee: [________________________________]
• Trust Protector: [________________________________]

Notice shall be deemed effective upon receipt or, if sent by certified mail, three (3) business days after deposit in the United States mail.

Section 11.4 — Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable, consistent with the original intent of the parties.

Section 11.5 — Entire Agreement

This Agreement, together with the Trust instrument, constitutes the entire agreement among the parties with respect to the Trust Protector's appointment and authority. In the event of a conflict between this Agreement and the Trust instrument, the Trust instrument shall control.

Section 11.6 — Amendment

This Agreement may be amended only by a written instrument signed by all parties hereto, or by the Settlor alone if the Trust is revocable. No amendment shall be effective unless it complies with the requirements of the Trust instrument and applicable Arizona law.

Section 11.7 — Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the extent permitted under Arizona law, including the Arizona Electronic Transactions Act (A.R.S. § 44-7001 et seq.).

Section 11.8 — Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. No failure or delay in exercising any right hereunder shall operate as a waiver thereof.

Section 11.9 — Construction

This Agreement shall be construed to carry out the purposes and intent of the Trust instrument. The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.

Section 11.10 — Tax Savings Provision

Notwithstanding any other provision of this Agreement, the Trust Protector shall not exercise any power in a manner that would (a) jeopardize the Trust's qualification for any intended tax benefit, including but not limited to the estate tax marital deduction under I.R.C. § 2056, the estate tax charitable deduction under I.R.C. § 2055, or generation-skipping transfer tax exemption under I.R.C. § 2631, or (b) cause any portion of the Trust to be included in the gross estate of the Trust Protector under I.R.C. § 2041. This provision shall be read in conjunction with A.R.S. § 14-10814 (Discretionary Powers; Tax Savings).

ARTICLE XII — SIGNATURES AND NOTARY ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have executed this Trust Protector Agreement as of the date first written above.

Settlor/Grantor

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]

Trustee

Signature: [________________________________]
Printed Name: [________________________________]
Title (if corporate trustee): [________________________________]
Date: [__/__/____]

Trust Protector

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]

ACKNOWLEDGMENT

STATE OF ARIZONA
COUNTY OF [________________________________]

On [__/__/____], before me, the undersigned notary public, personally appeared [________________________________], [________________________________], and [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to this instrument, and acknowledged that they executed the same in their authorized capacities and that by their signatures on the instrument, the persons, or the entity upon behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public, State of Arizona: [________________________________]
My Commission Expires: [__/__/____]
County of Commission: [________________________________]

[NOTARIAL SEAL]

EXHIBIT A — FORM OF SUCCESSOR TRUST PROTECTOR ACCEPTANCE

I, [________________________________], hereby accept appointment as Successor Trust Protector of the [________________________________] ("Trust"), effective [__/__/____].

I have reviewed the Trust instrument, the Trust Protector Agreement dated [__/__/____], and I agree to be bound by the terms and conditions set forth therein. I understand and accept the powers, duties, and limitations applicable to the Trust Protector under A.R.S. § 14-10818 and the Trust instrument.

Signature: [________________________________]
Printed Name: [________________________________]
Date: [__/__/____]
Address: [________________________________]

Sources and References

• Arizona Revised Statutes Title 14, Chapter 11 (Arizona Trust Code): https://www.azleg.gov/arsDetail/?title=14
• A.R.S. § 14-10818 (Trust Protector): https://www.azleg.gov/ars/14/10818.htm
• A.R.S. § 14-10808 (Powers to Direct): https://www.azleg.gov/ars/14/10808.htm
• Arizona Trust Code Overview (Arizona State Bar): https://www.myazbar.org/AZAttorney/PDF_Articles/0109trustcode.pdf
• Trust Protectors in Arizona (Southern Arizona Estate Planning Council): https://www.saepc.org/assets/Councils/SouthernArizona-AZ/library/Friman%20-%20Conway%20-%203-21-18%20-%20Trust%20Potectors%20-%20Handout.pdf-.pdf
• Arizona Trust Code (Victor J. Schultz Presentation): https://www.gustlaw.com/pdf/Arizona_Trust_Code_Dec08.pdf