Q REVOCABLE TRUST AGREEMENT SECOND COl\1:PLETE Al\1ENDMENT

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JaCKana Janie A~ason
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SECOND COl\1:PLETE Al\1ENDMENT
AND RESTATEMENT
OF THE
THOMAS A. RITSCHE
\
REVOCABLE TRUST AGREEMENT
LEONARD, STR£ET A1',J) ORl:'<ARD
J'rofcssionllJ Association
395i) Thjr~ St.'eel .'111rth., St_ Cloud, 1\11'" 56303
EXHIBIT
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JaCKana Jame Agason
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TABLE OF CONTENTS
ARTICLE 1. TRUST NAME,
OF FAMILY ~
INTRODUCTORY
MATTERS
1
1.A. N arne of Trust.
,..,
,1
1.B. Trust Estate Funding
,
I.e. Family lnfonnation
ARTICLE
AND STATEMENT
1
,
2. PO\VERS AND RIGHTS RESERVED
2
TO SETTLOR .......•............................
2 ..-\. Appoint and Remove Trustee
:..,
2.B. Insurance Incidents of Ownership
2
,
2
2. C. Annual A<\ccounting
3
2.D. Examine Books and Records
,
3
2.E. Direct "Trustee
3
2.F. Amend or Revoke,
,
ARTICLE 3. ADMINISTRt\TION
3
OF TRUST DURING SETTLOR'S LIFETIME
3.A. Distributions to Settlor,
,
3
'
3
3.B. Distributions During Settlor's Incapacity
3
ARTICLE 4. APPOINTMENT
AND REMOVAL OF TRUSTEE FOLLOWING
SETTLOR'S LEGAL INCAPACITY OR DEATH •....................•....•........•............•..........••.....
4.A. Designation of Successor Trustee
4.B. Appointrnent of Trustee
ARTICLE
:
5.A. Debts and Expenses
5.B. Death Ta.xes
4
AND TAXES .......................................•..
,
,
,
6.A. Florida Real Estate
Time]"
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4
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ARTICLE 6. SPECIFIC TRANSFERS OF TRUST ESTATE UPON SETTLOR'S
DEATH
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5. PAYl\:IENT OF DEBTS, EXPENSES
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6.B. Tangible Personal Property
5
6.C. Specific Transfer to Cheryl Stoltz Ritsche
5
6.D. Specific Transfer to Robin Ritsche
5
6.E. Specific Transfer to Ryan Ritsche
,
5
6.F. Specific Transfer to Scott Ritsche
5
ARTICLE 7. DISPOSITION OF RE:MAINING TRUST ASSETS t:PON
SETTL OR' S DEATH ....•.................................................................................................•......•.....
5
ARTICLE .8. CHERYL STOLTZ RITSCHE TRUST ......................•.............•....................•.... 6
8.A. Purpose of Trust.
6
8.B. Administration of Residence Trust During Term
6
8.C. Administration
6
Upon Expiration of Residence Trust.
ARTICLE 9. GRANDCHILDREl\"'S
TRUST .....................................•.................•.•......•.......... 7
9.A. Administration of Separate Shares for Grandchildren
7
ARTICLE 10. REMOTE CONTINGENT DISTRIBUTION ...........................•....................... 7
ARTICLE 11. PROVISIONS TO FACILITATE ADMINISTRATION AND
DISTRlBUTION OF TRUST ESTATE ............•......••....................•............•.....•........................ 8
l1.A. Administration as Separate Trust.
8
11.B. Net Income Not Distributed to be Added to PrincipaL
8
11.C. Distribution for Payment of Income Taxes
8
II.D. Representative of BeneftcialY
8
1i.E. Life Insurance
,
'
8
11.F. Written Account to Beneficiaries
9
11.G. Trust Not Subject to Court Jurisdiction
9
II.H. l\tlerger of Similar Trusts
9
1I.I. Early Tennination a f Trusts
10
I1.J. Distribution to Persons Under a Legal Incapacity
10
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11.K. Direct Distribution to Trust Beneficiaries
,
10
11.L. Governing Law and Situs of Trust
10
ARTICLE 12. ELECTIO~S, ALLOCATIONS AND GENERATION-SKIPPING
PRO VISIO NS ............•.•...•....•.........•....................•.......•...........•.......•.................•••..................••...
10
12.A. Tax Elections and Allocations
10
12.B. Instructions to Personal Representative and Indemnification of Personal
Representative
,
11
12.C. Generation-Skipping
11
Provisions
ARTICLE 13. TRUSTEE'S POWERS •....................•.......••...........•.......................•..................13
13.A. Grant of General Powers
,
13
13.B. Grant of Specific Po\vers
13
13.C. Reservation of Powers to Settlor as Trustee
17
ARTICLE 14. GENERAL PROVISIO~S REGARDING THE TRL'STEE ...........••.......•.... 17
14.A. Trustee J\rfay Resign
17
14.B. Nonresident Trustee
17
14.C. Delegation of Authority
,
,
17
14.D. Protection of Trustee,
17
14.E. Custody of Assets
18
14.F. No Bond
,
18
14.G. Self-Dealing or Conflict ofInterest.
ARTICLE 15. PROTECTI"'E
18
PROVISIONS •.•...................•.•..•.••.....•............•.•••................•..
19
IS.A. Power of Appointment Savings Provision
19
15.B. Rule Against Perpetuities Savings Provision
19
15.C. Spendthrift Provision
20
IS.D. Life Insurance Savings Provision
20
15,E. Expenses and Death Taxes Not Paid From Retirement Accounts
20
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ARTICLE
16. DEFINITIONS,
PRESUMPTIONS
AND DIRECTIONS
.....•....................... 21
16.A. Defined Tenus
21
16.B. Presumptions and Directions
25
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SECOND COMPLETE AMENDMEl'T
A.~D RESTATEMENT OF THE
REVOCABLETRUSTAGREE~ffiNT
OF
THOMAS A. RITSCHE
This Second Complete Amendment and Restatement oftbe Revocable Trust Agreement
of THOMAS A. RITSCHE, made and executed this A..2.. day of
OCTP'~-,e... ,2002 by
THOMAS A. RITSCHE of Cape Coral, Florida, sometimes referred to as the "Settlor," and
delivered this date to JACK M. AMUNDSON in his capacity as Truslee of said Trost
Agreement (the "Trustee").
WIT::-.TESSETH :
'WHEREAS, the parties hereto entered into a trust agreement, dated February 16, 1995;
and
WHEREAS, I reserved the right to amend the Trust Agreement in whole or in part, by an
instrument in '",riting signed by me and delivered to the Trustee; and
'WHEREAS, I bave OD several occasions exercised said retained right of amendment,
most recently in tbe Complete Amendment and Restatement of the Thomas A. Ritsche
Revocabh~"Trust Agreement dated March 3, 1999, in which I again reserved the right to amend
the Trust Agreement; and
\VHEREAS, I now again desire to exercise said retained right of amendment by restating
the Trust Agreement in its entirety as hereinafter set forth.
NO\¥ THEREFORE, I, THOMAS A. RITSCHE hereby amend and restate the
COMPLETE A...\1ENDMENT AND RESTATEMENT OF THE THOMAS A. RITSCHE
REVOCABLE TRUST as follows:
TReST
ARTICLE 1.
NAME, INTRODUCTORY MATTERS
A.l~D STATEMENT OF FAMILY
l.A. Name of Trust. This "Trust" shall be known as the Tbomas A. Ritscbe Revocable
Trust.
l.B. Trust Estate Funding.
l.B.l. Funding of the Trust and Naming Trustee as Beneficiary.
transferred and I may transfer to the Trustee certain property whicb may be described
attached Schedule A, and I have named and I may name the Trustee beneficiary of
policies of insurance on my life or of other assets payable by beneficiary designation,
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to the Trust or policies of insurance or other assets payable to the Trustee 011 Schedule A shall in
no way limit the efficacy of the transfer of such property. AU property transferred or~payable to
the Trust, and all eamings and future additions to the Trust, shall be referred to as the "Trust
Estate," The Trustee shall hold and manage the Trust Estate, IN TRUST, shall collect the income
and profits, pay the necessary expenses of administration, and distribute the net income and
pri,'1cipalas provided in this Trust Agreement.
I.B.2. Additions to the Tl'USt. Any person shall have the right at any time and
from time to time to make additions to the Trust Estate or any trust created under this Trust
Agreement which are acceptable to the Trustee, including naming the Trustee the beneficiary of
policies of insurance. All additions shall be held, controlled and distributed by the Trustee as a
part of the trust, in accordance with the tenus, conditions, and purposes of this Trust Agreement;
provided, however, not¥.rithstanding anything in this Trust Agreement to the contrary, any
addition made after my death by anyone other than me shall not be used for the payment of any
Death Taxes, debts, administration expenses, legacies, or other obligations enforceable against
my Estate, it being my intention that any such additions shall not be includable in my Gross
Estatefor
Death Tax purposes.
0
I.C. Family Information.
1.C.l. Children. The names of roy "Children" now living are: ROBERT
RITSCHE and ROBIN RITSCHE. All references in tms Trust Agreement to my Children are
to the above-named children, and all references to a "Child of Mine" refer to one of my Children.
l.C.2. Grandchildren, The names of my grandchildren no"v living are RYAN
born ~/r?/!""
,and SCOTT RITS ClIE , born
1'~/.2II'P
, All
references ;n this Will to my "G1'a11dchildren" are to my named Grandchildren~ and any
Grandchildren
subsequently bom to or legally adopted by my Children.
My Personal
Representative may rely on the above birthdates of my Grandchildren for any purpose,
RITSCHE,
ARTICLE 2.
POWERS AND RIGHTS RESERVED TO SETTLOR
I reserve the following powers and l'ights during my lifetime, to be exercised in a
fi.d.•.
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Trustee or any beneficiary of the Trust:
2.A. Appoint and Remove Trustee. To appoint additional Trustees and to remove any
Trustee and substitute another Trustee or Trusiees.
2.B. Insurance Incidents of Ownersbip. To exercise all incidents of OW1~ershipwith
respect to any policy of insurance on my life with respect to which the Tnlstee lS named as
owner.
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2.C. Annual Accounting. To receive an annual written account of the administration of
the Trust at any time during my life that I am not serving as a Trustee or as I may othenvise
direct, and the Trustee need not account to any other person, either before or after my death, for
any period for which the Trustee has accounted to me and obtained my approval. For purposes of
this Paragraph, I shall be deemed to have approved any written annual account unless I provide
to the Trustee, within six (6) months after delivery of the account to me, written notice stating
that I object and specifying the grounds for any objection.
2.D. Examine Books and Records. To examine the books and records of the Trustee
relating to the Trust at all reasonable times.
2.R. Direct Trustee. To direct the Trustee as to the retention, acceptance, acquisition,
sale or other disposition of assets of the Trust by an instrument in writing filed with the Trustee
at any time that I am not serving as a Trustee; and the Trustee shall not be liable or responsible to
anyone for any loss resulting from actions taken pursuant to my direction.
2.F. Amend or Revoke. To amend or revoke this Trust Agreement, in whole or in part,
by a written instrument delivered to the Trustee, provided the duties and responsibilities of the
Trustee shall not be substantially increased by an amendment without the Tn.lstee's consent.
ARTICLE 3.
ADl\:IINISTRATION OF TRUST DURING SETTLOR'S
LIFETIl\'1E
During my lifetime, the Trust shall be administered and distributed as follows:
3.A. Distributions
to Settlor. The Trustee shall pay the net income and principal of the
Trust as I, or my duly appointed attorney-in-fact, may direct. Absent direction, net income of the
Tn.lst
shall be accumulated and added to principal.
3.B. Distributions During Settlor's Incapacity. During any period when I am under a
Legal Incapacity, the foHowing additional provisions shall apply:
3.B-I. Payments for the Benefit of Settlor and Settlor's Family.The Tn./.Stee
shall distribute amounts from either the income or principal of the Trust Estate as the Trustee
deems necessary or advisable, in the Trustee's discretion, to provide for my Health Care,
Education, Support and Maintenance. In addition, the Trustee may distribute to my Children,
my Grandchildren, and my sister, Cheryl Stoltz Ritsche amounts from either the income or
principal of the Trust Estate that the Trustee deems necessary or advisable, in the Trustee's
discretion, to provide for the Health Care, Education, Support and .Maintenance of my Children,
Grandchildren and Cheryl Stoltz Ritsche.
ARTICLE 4.
APPOINT::\'IENT AND REMOVAL OF TRUSTEE
FOLLOWING SETTLOR'S LEGAL INCAPACITY OR DEATH
4.A. Designation of Successor Trustee. If at any time JACK M. AMUNDSON is
unable or Ull\".'ilIingto serve as a Trustee, then I designate my sister, CHERYL STOLTZ
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RITSCHE, as a successor Trustee of each trust created under this Trust Agreement, except for
the Cheryl Stoltz Ritsche Trust created under this Trust Agreement. If at any time thereafter
CHERYL STOL TZ RITSCHE desires a Co-Trustee to serve with her or is unable or lffiwilling
to serve as a Trustee (or in the event that JACK M. AMUNDSON is unable or unwilling to
serve as Trustee of the CHERYL STOLTZ RITSCHE TRUST), then I designate BREMER
BANK, N.A., as a Co-Trustee or successor Corporate Trustee of each trust <:reated under this
Trust Agreement.
4.8. Appointment of Trustee. The following provisions shall govern the appointment
of the Trustee(s) for each trust created under this Trust Agreement after my death or during any
period of my Legal Incapacity:
4.B.1. Court Appointment of Successor Trustee. If at any time no Trustee is
then serving, and ifno successor Trustee specifically named by me in accordance with tlris Trust
Agreement is then able and willing to serve, the court with jurisdiction over such trust shall
appoint a successor Trustee or Trustees to serve.
4.B.2. Corporate Trustee to Serve. In the event of the removal or resignation of
the Corporate Trustee, a substitute C01porate Trustee shall be designated, so that at all times
thereafter there shall be a C01porate Trustee serving heretmder.
PAYMENT
ARTICLES.
OF DEBTS, EXPENSES AND TAXES
5.A. Debts and Expenses. To the extent not paid by the Personal Representative of my
Estate, the Trustee may, in the Trustee's discretion, payout of the Trust Estate, directly or by
way of advancement to my Personal Representative, my provable debts; the expenses of my last
illness, funeral and interment; unpaid income and property taxes properly chargeable against my
Estate; and expenses of administration of my Estate, including expenses attributable to
nonprobate assets.
5.B. Death Taxes. I direct that Death Tax.es imposed as a result of my death be paid as
hereinafter directed in this Trust Agreement.
ARTICLE 6.
SPECIFIC TRANSFERS OF TRUST ESTATE UPON SETTLOR'S
DEATH
Upon my death, the Trustee shall transfer specific property of the Trust Estate as follows:
6...\.. Florida Real Estate. The Trustee shall transfer my residence in Cape Coral,
Florida, located at ,t: 7-'&11;171 e"'t"'i/1//A-C~ all Tangible Personal Property located at my
Florida residence not transferred by a separate written statement as hereinafter provided, and the
amount necessary to satisfy any outstanding liens and encumbrances upon my residence pLus the
sum of One Hundred Thousand Dollars (S100,000.00) to the Trustee of the Cheryl Stoltz Ritsche
Trust to be held, administered and distributed as provided in Article 8 of this Trust Agreement.
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6.B. Tangible Personal Property. The Trustee shall transfer certain items of Tangible
Personal Property which comprise a portion of the Trust Estate described in a separate written
statement, signed by me or in my handwriting, as the statement provides at the time of my death.
Except for Tangible Personal Property located at my Florida residence, remaining items of my
Tangible Personal Property not disposed of pursuant to the terms of the statement, or, if the
statement is not in existence at the time of my death, all of my Tangible Personal Property
(except for Tangible Personal Property located at my Florida residence) shall be divided by the
Trustee into 1\.voequal shares, with one share to be transferred to ROBIN RITSCHE, if she
survives me, and one share (or all thereof if ROBIN RITSCHE does not survive me) to be
transferred in equal shares to RYAN RITSCHE and SCOTT RITSCHE (or all thereof to the
survivor of them). I direct my Trustee to select, divide and distribute items of my Tangible
Personal Property in a manner which is fair and equitable, or to sell any items and apply the
proceeds to insure a fair and equitable division.
'
6.C. Specific Transfer to Cheryl Stoltz Ritsche. The Trustee shall transfer outright to
my sister, CHERYL STOLTZ RITSCHE, if she survives me, the sum of Four Hundred
Thousand Dollars ($400,000.00). If CHERYL STOLTZ RITSCHE does not sUl'viveme, this
gift shall lapse.
6.D. Specific Transfer to Robin Ritsche. The Trustee shall transfer outright to my
daughter, ROBIN RITSCHE, if she survives me, the sum of One Million Dollars
($1,000,000.00). If ROBlN RITSCHE does not survive me, this gift shall lapse.
6.E. Specific Transfer to Rvan Ritsche. The Trustee shall transfer the sum of Five
Hundred Thousand Dollars ($500,000.00) to the Tn~steeof the Grandchildren's Trust for the
benefit of RYAN RITSCHE to be held, administered and distributed as provided in Article 9 of
this Trust Agreement. If RYAN RITSCHE does not survive me, this gift shall pass instead to
the Trustee of the Grandchildren's Trust for the benefit of SCOTT RITSCHE to be held,
administered and distributed as provided in Artic.1e9 of this Trust Agreement. If neither RYAN
RlTSCHE or SCOTT RITSCHE survive me, this gift shan lapse.
6.F. Specific Transfer to Scott Ritsche. The Trustee shall transfer the sm of Five
Hundred Thousand Dollars (£500,000.00) to the Trustee of the Grandchildren's Trust for the
benefit of SCOTT RITSCHE to be held, administered and distributed as provided in Article 9
of this Trust Agreement. If SCOTT RlTSCHE does not survive me, this gift shaH pass instead
to the Trustee of the Grandchildren's Trust for the benefit of RYAN RITSCHE to be held,
administered and distributed as provided in Article 9 of this Trust Agreement. Ifneitber SCOTT
RITSCHE or RYAN RITSCHE survi.ve me, this gift shall lapse,
ARTICLE 7.
DISPOSITION OF REMAJNING TRUST ASSETS UPO~ SETTLOR'S
DEATH
Upon my death, the Trustee shall distribute the remaining assets of the Trust Estate after
the transfers hereinabove provided to the CENTRAL :MINNESOTA CO:Ml\1UNITY
FOUNDATION, I.D. #36-3412544, whose principal business address is currently 101 South
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Seventh Avenue, Suite 200, Saint Cloud, MN 56301, to be allocated to the Thomas A. Ritsche
fund already established.
ARTICLE 8.
CHERYL STOLTZ RITSCHE TRVST
8.A. Purpose of Trust. This trust (hereinafter "Residence Trust') shall hold the real
property (hereinafter "Residence") located at 1670 Edith Esplanade, Cape Coral, Florida, the
Tangible Personal Property transferred to the Residence Trust, the amount necessary to satisfy
any outstanding liens and encumbrances upon the Residence plus the sum of One Hundred
Thousand Dollars (S100,000.00) to be used as a personal residence for my sister, CHERYL
STOLTZ RlTSCHE.
8.B. Administration of Residence Trust During Term.
The Trustee shall administer the Residence Tn{St as follows:
S.B.l. Use of Residence. My sister, CHERYL STOLTZ RITSCHE, shall have
the right, rent free, to the exclusive use, possession and enjoyment of the Residence to use as her
personal residence until the first to occur of (1) five years from the date of my death, (2) such
time as CHERYL STOLTZ RITSCHE fails to occupy the residence as her personal residence
(excluding periods of time in which CHERYL STOLTZ RITSCHE fails to occupy the Residence for medical reasons and is expected to return) or (3) jf damage or destruction renders
the Residence unusable as a personal residence and it cannot be reasonably and timely repaired
with available insurance proceeds (hereinafter "Expiration Date"). On the E:tpiration Date, the
Trustee shall thereupon dispose of the Residence Trust as set forth in Paragraph 8.C hereof.
S.B.2. Payment of Expenses. The Trustee shan pay all costs associated ,:vith the
residence until the expiration of the Residence Trust, including, without limitation, real estate
taxes, insurance, maintenance, repairs and improvements and utility payments. The Trustee shall
have no responsibility for the payment of costs associated with the Residence except to the extent
funds available therefore are held by the Trustee in the Residence Trust.
8.C. Administration
Upon Expiration of Residence Trust. Upon the Expiration Date,
the Trustee shall dispose ofthe Residence Trust as follows:
8.C.t. Residence. The Trustee shall transfer the Residence to the CENTRAL
:MINNESOTA COMMUNITY FOUNDATION.
8.C.2. Tangible Personal Property. The Trustee shall divide the items of
Tangible Personal Property which comprise a portion of the Residence Trust into two equal
shares, with one share to be transferred to ROBIN RITSCHE, is she survives me, and one share
(or all thereof if ROBIN RITSCHE does not survive me) to be transferred in equal shares to
RYAN RITSCHE and SCOTT RITSCHE (or all thereof to the survivor of them). 1 direct my
Trustee to select, divide and distribute items of my Tangible Person.al Property in a manner
which is fair and equitable, or to sell any items and apply the proceeds to insure a fair and
equitable division.
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8.C.3. Remaining
Assets of Residence Trnst. The Trustee shan transfer the
TA
remaining assets of the Residence Trust to the CENTRAL MINl\'ESO
COMMUNITY
FOUNDATION,
ARTICLE 9.
GRANDCHIL,DREN'S TRUST
9.A. Administration of Separate Shares for Grandchildren. Each trust shaIe allocated
for the benefit of a living Grandchild of Mine as provided in Arlicle 6 of this Trust Agreement
shall be administered as a separate trust for each Grandchild (hereinafter "Grandchild's Trusf')
as follows:
9.A,l. Income a.d Principal Distribntion by Ascertainable Standards. The
Trustee from time to time may. distrihnte to the Grandchild amounts of the net income and
principal of the Grandchild's Trust that the Trustee, in the Trustee'S discretion, considers
necessary ot advisable to provide for their respective proper Health, Education, Support and
Maintenance. Additionally, the Trustee from time to time may distribate to the Gramkhild
amounts of the net income and principal of tbe Grandchild's Trust that fue Trustee, in the
Trustee's discretion, considers necessary or advisable for any purpose, to include, without
limitation, assisting the Grandchild to enter or maintain a business or profession, purchase a
home, or meet an,y unusual or emergency expense.
9.A.2. Distribution to Grandcbildrell at Specific Ages. Upon the Grandchild's
alI.aining the age of twenty-five (25) years, tbe Trustee sball distribute to the Grandchild on<thud (1/3) of the Grandchild's Trust; upon the Grandchild's altaiPing the age of lItirty (30)
years, tbe T,:",,:,e shall d1stnbute to the Grandchild one-half (112) of the remaining balance of
the Grandchzld s Trust; and upon the Grandchild's attaining the age oftbirty.five (35) years, the
Trustee shall dlstn?ute to the Grandchild the remaining balance of the Grandchild's Trust and
the trust shall terrrunate,
,
.
'
9,A.3. Healt,
~:::~:~t'~~s~~d1e
of Grandcbildren
Before
Termination
of Trust.
~~~:s
before recel~lUg complete distribution of the Grandchild's
If tbe
Trust, the
sl1fVivingIssue Per
t::~;e,:n:~
balance of the Grandchild's T':"'t to the Grandchild's
the Grandchild should di
,'h ms ered by the Trustee as provided In this Ankle 9; or, if
COMMUNITY
FOUNDATI~;lt
out Issue, then to the CENTRAL l\n~N£SOTA
REMOTE
ARTICLE
CONTINGENT
10.
DISTRIBUTION
Tf,
~
.
11- at t the
4 time of my death or at an y t'une b eiore
final dlstr.b
f
~us, ' greement, no beneficiaries shaJJ then
..
I U IOn 0 f all trusts created under this
distrIbuted to the CENTRA"L MINNESOTA be lIvmg, then the balance of the tmsts shall bt;:
COMMUNITY FOUNDATION.
2256384.2
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ARTICLE 11.
PROVISIONS TO FACILITATE ADl\lINISTRATION
AND DISTRIBUTION OF TRUST ESTATE
1loA. Administration
as Separate Trust. It is my intention that each trust share created
for a separate beneficiary under any trust created under this Trust Agreement shall be held and
administered by the Trustee as a separate trust; however, if, in the discretion of the Trustee, to
hold and administer separate trusts created hereunder as if the trusts were a single trust would
relieve administrative burdens or result in cost savings (for example investing assets of several
trusts in one block of stock), the Truslee shall have the discretion to do so, provided that the
trusts' legal and equitable separateness is clearly maintained on the books and records of the
Trustee for income tax, Death Tax, GST Tax, gift tax, Subchapter S and all other purposes and
provided that the Trustee's action would not result in adverse income tax, Death Tax, GST Tax or
gift tax consequences.
n.B.
Net Jncome Not Distributed to be Added to Principal. Net income of a trust not
required. to be distributed and not distributed shall be accumulated and added to the principal of
the trust.
H.C. Distribution for Payment of Income Taxes. If some or all of the taxable income
or realized capital gains of any trust created under this Trust Agreement shall be includible in the
gross income of a beneficiary, but shall not be othenvise distributed to the beneficiary, the
Trustee is authorized, in the discretion of the Trustee, to distribute to the beneficiary such sum or
sums from the income or principal of the trust as the Trustee may determine to be appropriate to
reimburse the beneficiary for any increase in the beneficiary's liability for income tax that shaB
result from such inclusion.
11.D. Representative of Beneficiary. While any beneficiary (other than the Settlor) of a
trust created under this Trust Agreement is under a Legal Incapacity, the guardian or conservator
of the beneficiary or the estate of the beneficiary or the agent appointed under a durable power of
attorney duly executed by the beneficiary, or the individual (other than the Settlor) who has the
primary care or custody of a Minor beneficiary, shall, for any purpose under this Trust
Agreement, receive notices, accounts or other communications from the Trustee or trust
beneficiaries, and may, for any purpose under this Tn.f.Si Agreement, take action on behalf of the
beneficiary.
11.E. Life Insurance. With respect to the payment of premiums and other matters
pertaining to any life insurance policy naming the Trustee, the Trt.f.St Agreement or any trust
created hereunder as owner or beneficiary:
11.E.1. Trustee Named as Beneficiary and Payment of Premiums. The
Trustee shall not have any duty or responsibility to inquire as to whether or not the Trustee has
been designated as and is a beneficiary of any life insurance policy payable to any trust created
hereunder of which the Trustee has not received notice. In the event that the premiums or other
charges on any policy are not paid, the Trustee, in the Trustee's discretion, may make payment
out of the principal or income of the Trust Estate; however, no duty or responsibility for the
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payment of premiums or other charges on account of any policy, nor any dnty OTohligation to
inquire whether premium payments have been made, shall rest upon the TnlStee.
1t.E.2. Payment by Insurance Company is Discharge. The payment by an
insurance company of the proceeds of any policy of insurance to the Trustee shall be a full
discharge of the insurance company on account of the policy, and the insurance company shall
not be responsible for the proper discharge of the Trust or any part thereof.
11.E.3. Actions on policies. The Trustee may, in the Trustee's discretion, enter
into or maintain litigation, endorse payments of policies, or take any other action with respect to
any policies wmch the Trustee may consider necessary or advisable; pTO,ided. however, that the
Trustee shall not take any action until the Trustee shall have been indemnified to the Trustee's
satisfaction against all expenses and liabilities to which the Trustee may. in the Trl/stee's
judgment, be exposed by the action and the Trustee, in the Trustee's discretion, may compromise
and adjusl claims arising out of any policies upon such tennS and conditions as tbe Trustee
considers prudent.
ll.EA. Insurance Company May Fay to Initial Trustee. No insurance
company. associalion or other body issuing any policy or policies of life insurance upon my life,
or upon the life of any other person, which at any time are made payahle to the Trustee shall he
reqnired to ascertain whether any pen;on other than the Trustee initially named bereunder hM
become a Co.,-Trustee or a successor Trustee of the Trust or any trust created hereunder, but may
deal\'llith tbeT1"ustee initially named hereunder and make payments of the amounts payable on
account of any such policy of insurance as if the Trustee were then the sole Trustee l1ereunder.
1l.F. \Vritten Account to Beneficiaries. Except as expressly herein els'ewhere
provided, the Truste? shall render an annual written account of the administration of each trust
created hereunder to the beneficiaries currently eligible to receive 'income from the trust. The
records of ~he.Trustee relating to the trust shall be open for inspection at all reasonable times by
the beneficlanes of the tmst.
11.G. Trust Not Subject to Court Jurisdiction. I expresslY waive anv requirement that
any ~'Ust created hereunder be submitted to the jurisdiction of a~v court that the Trustee be
appom:';:;:.nr confi,;"ed by any court, or that Ihe Trustee's accounts be beard and allowed by any
';',:;
filS provlS'on, however, shall not prevent any of Ibe beneficiaries hereunder or the
ee om requestmg any of the procedures waived in tbis Section.
Trusts • In the eve nt tha
trust or 11.H.
trusts, Merger
whethe hof Similar
W:ll
. I I or any other person cteale another
to those of any trust
~re~tedl h or bYdAgrehement, the ~rovlslOns of which are sub&tantial1y similar
ereun er t e Trustee m th 1'; t ' eli
.
trust created hereunder with suel ot1 ' t
'
c . rus ee s scretlon,
1. ler rust or trusts. pro d d h
d..
may merge 2IlV
1
J
n?t merge any trusts., the merger a f which ma . h'
\I . e , owever. that the Trustee shall
gtft tax consequences; for example, an trust ~reave a verse l11con:etax, Death Tax, GST Tax, or
be merged only ""i.th a similar trust cr~at db
ated hh~re.
under WIth a CST Inclusion Ratio shall
.,
e
y me W lch has the sam CST L I .
sue 0 Ier trust lS subject to a provision re uirin
..'
e.7
l1C USroll Ratio. If
tl
anyh statute
or rule of law limiting the penmSSl
~'b 19
~he
t~mnnatl011
of
such
other
trust
pursuant
e uratlon of a trust or the period
Dor
wl . h hto
22563S4v2
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power of alienation may be suspended, which period is shorter than the period specified in tbis
Trust Agreement, then following the merger the shorter permissible period shall be controlling
with respect to the trust created hereunder as well as such other trust.
11.1. Earlv Termination of Trusts. If the Trustee determines that continuation of any
trust being administered hereunder is contrary to the best interests of the beneficiaries thereof by
reason of (1) legislation, regulation or administrative action, (2) unforeseen changes of
circumstances, or (3) because the value of the assets of the trust is at a level which makes
continued administration thereof financially burdensome and uneconomical, then the Trustee, in
the Trustee's discretion, may terminate the trust and distribute the principal thereof, together
with accrued and undistributed income of the trust, outright to a beneficiary of the trust,
otherwise, outright, Per Stitpes, to the persons then entitled to receive the income therefrom, or
to have it accumulated for their benefit.
l1.J. Distribution to Persons Under a Legal Incapacity. The Trustee may make,
without intervention of a legal guardian, any payments by the terms hereof payab Ie to or for the
benefit of any Minor or person suffering under a Legal Incapacity in anyone or more of the
following ways: (1) directly to the beneficiary; (2) directly for the benefit of the beneficiary; (3)
to the parent or natural guardian of the beneficialY; (4) to anyone \vho at the time shall have
custody and care of the person of the beneficiary; and (5) to the custodian of a custodial account
created for the benefit of a Minor lU1derthe Uniform Gifts or Transfers to Minors Act, either of
the state in which the beneficiary resides or the State of Minnesota. The Trustee shall not be
obliged to see to the application of the funds so paid, and the receipt of any such persons shall be
full acquittance of the Trustee.
11.K. Direct Distribution to Trust Beneficiaries. The Trustee may make distribution
of assets of any tmst created hereunder directly to the beneficiary of another trust created
hereunder if such assets would immediately have been distributed by the Trustee of the other
trust to the beneficiary.
1l.L. Governing Law and Situs of Trust. The laws of the State of Florida shall govern
the validity, meaning and legal effect of this Trust Agreement and the administration of any trust
created hereunder. Provided, however, the TnlStee may transfer the situs of the administration of
any trust created hereunder to another u.s. state or territory, in which case the trust situs shall be
the u.s. state or territory in which the Trustee resides and the trust is administered, and the
Trustee may elect to have the governing law for the trust be the law of that state or territory.
ARTICLE
12.
ELECTIONS, ALLOCATIONS AND
GENERA TIO~-SKIPPING
PROVISIONS
12.A. Tax Elections and Allocations. Except as specifically limited by this Article, my
Trustee may make or, if a Personal Representative has been appointed for my Probate Estate,
direct my Personal Representative to make, any available elections and available allocations
under any applicable income, estate, Death Tax, gift, or CST Tax law, with respect to any
225G384v2
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property comprising a part of the Trust Estate, specifically including, but not limited to, the
following:
12.A.1. GST Taxes. To allocate any Available GST Exemption to any property
with respect to which I am the transferor for purposes of GST Ta.:res and to make the special
election for qualified terminable interest property under Section 2652(a)(3) of the Code.
12.A.2. Extension of Time for Payment of Tax. To make election(s) required
under the provisions of Sections 6161, 6163, and 6166 of the Code to extend the time for
payment of Death Tuxes.
12.A.3. Alternate Valuation Date. To make election(s) required under the
provisions of Section 2032 of the Code to select the alternate valuation date for the valuation of
property ill my Gross Estate for Death Tax purposes.
12.A.4. Treating Trust Agreement as Part of Estate. To make election(s)
required under Section 645 of the Code to treat the Trust or any other trust of which I am the
Settlor as part of my Estate for income tax purposes.
12.B. Instructions
to Personal Representative
and Indemnification
of Personal
Representative. Property subject to the above elections and allocations by the Trustee shall be
property that is part of the Trust Estate~ provided, however, that the Trustee may instruct my
Personal Representative as to all property in my Gross Estate with respect to all of the above
elections and allocations; provided, further, however, if real property passes outside of my
Probate Estate or the Trust Agreement and the recipient of the real property desires to qualify the
real property for the exclusion available pursuant to Section 203 1(c) of the Code, the recipient,
instead of the Trustee of the Trust Agreement, shall have the right to so instruct my Personal
Representative. If a Personal Representative has been appointed for my Probate Estate, the
Personal Representative shall make the above elections and allocations, or forebear to make the
elections and allocations (other than an Electing Small Business Trust election which election
may only be made by the Trustee), pursuant to instructions given to my Personal Representative
by the Trustee prior to the date on w:hjch the election(s) and allocations are required to be made
pursuant to the Code or prior to the date of filing the federal estate tax return due in my Estate,
whichever shall fIrst occur. The Trustee shall indemnify my Personal Representative with
respect to, and my Personal Representative shall have no liability for, any allocation or election
made, or not made, pursuant 10 the Trustee's instructions.
12.C. Generation-Skipping
Provisions. In addition to tbe provlSlons of this Trust
Agreement with respect to the application of the Code relating to the GST Tax in my Estate the
following provisions shall apply:
12.C.l. Division of Trusts and Allocation of GST Exemption. If the value of
property held, or to be held, by any trust created hereunder exceeds, or will exceed, the amount
of GST Exemption to be allocated to property held, or to be held, by the trust, the Trustee may (i)
divide the trust into two separate trusts or (ii) create and fund tv,;o separate tmsts and thereafter
allocate (or direct the allocation of) any CST Exemption available to my Estate to the trusts so
2256384v2
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that the GST Inclusion Ratio for each trust shall be, or be as close as possible to, either zero or
one, in which event the Trustee shall sever the trust, or create and fund the separate trusts, on a
fractional basis as provided in Section 26.2654-1(b)(1)(ii)(C)(1) of the Treasury Regulations.
Assets already having a GST Inclusion Ratio shall be added to a trust with a like GST Inclusion
Ratio. If the GST In.clusion Ratio of property directed to be added to a trust is different from the
GST Inclusion Ratio of the trust, the Trustee may decline to make the additions and may instead
administer the property as a separate trust with identical provisions. Each separate trust created
pursuant to this Paragraph (hereinafter "trust") shall be held, administered and distributed as a
separate trust hereunder, for which a separate account shall be maintained at all times,
whereupon, notwithstanding anything to the contrary' herein, the following additional provisions
shall be applicable:
12.c.l.a Payment of Death Ta.xes. Any Death Taxes payable from the
assets of any trust created hereunder (or any subaccount created thereunder) as hereinabove
provided shall be paid first from the trust having the greater inclusion ratio.
12.C.1.b. General Power of Appointment. Each Issue of mine for whom a
trust with a GST Inclusion Ratio of greater than 1/10 has been created shall have the general
power to appoint the assets of the trust C"GPA"), including accrued and undistributed income, to
the Issue's Estate, or to such other appointee or appointees> either outright or in trust, and in such
proportions to the creditors of the Issue's Estate as the Issue shall designate by a Will or
Revocable Trust which specifically refers to this GPA, which shall be exercisable by the Issue
alone and in all events. Without in any way limiting the GPA hereinabove conferred upon the
Issue, the Trustee shall pay from the trust, directly or through the Personal Representative of the
Issue'5 estate, as much of the principal thereof remaining unappointed upon the death of the
Issue as is needed to pay the Death Taxes imposed against the Issue's Estate as a result of the
inclusion of the assets of the trust in the Issue's Estate in an amount which bears the same ratio
to the total Death Ta:res payable in the Issue's Estate as the value of the trust bears to the Issue's
Taxable Estate. Notwithstanding the foregoing. the GPA shall be applicable only to that portion
of the trust that would othelWise be subject to GST Tax upon the death of the Issue if the Issue
did not possess the GPA.
12.C.2. Payment
take all actions required (if any)
Code and TreasUlY Regulations,
qualify as separate trusts pursuant
of Appropriate Interest. The Trustee is hereby directed to
to meet the "appropriate interest" requirement imposed by the
it being my intention that separate trusts be created which
to the provisions of Treas. Reg. ~ 26.2654-1.
12.C.3, Intention to Minimize GST Tax. It is my intention that all trusts created
under the Trust Agreement. and transfers to and from such trusts. shall be subject to the least
GST Ta.'.Ces possible, to the extent consistent with my primary intention of providing for the
overall well-being of the beneficiaries hereunder. To that end the Trustee shall have the power to
(1) direct the Personal Representative of my Estate to allocate any GST Exemption, and make
the election lll1der Section 2652(a)(3) of the Code, (or allocate such exemption and make such
election if there is no Personal Representative appointed) and (2) make discretionary
distributions from any trust created hereunder, so as to carry out my intentions, The Trustee may
divide any tmst created hereunder into two or more trusts and may fund the trusts prior to the
2256384v2
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allocation of any GST Exemption if the Trustee deems such action necessary or advisable to
carry out my intentions. The Trustee shall detennine the directions to my Personal
Representative, if any, and the discretionary distTibutions that will best carry out my intentions,
including expending principal and income and exercising any other discretionary power with
respect to separate trusts with different GST Inclusion Ratios differently, without liability
therefor and regardless of whether the foregoing ~ill affect the value of any beneficiary's interest
in the trusts created hereunder or will result in equal or unequal distributions to the beneficiaries
of the trusts created hereunder. The provisions hereof pertaining to (i) creating and funding
trusts, (ii) making allocations of exemptions or elections, (iii) paying taxes or making other
paymenfs from trusts, and (iv) making distributions from trusts, shall be constmed to allow the
Personal Representative and Trustee to carry out my intentions as herein expressed, and any
provision which cannot be so construed shan be considered inapplicable.
12.C.4. Presumption of Decedent Having Pre-Deceased The Transferee. For
purposes of applying the provisions of Section 2651 (e) of the Code to any transfer hereunder, a
living descendent of the transferor who dies not later than 90 days after the subject transfer shall
be treated as l1aving predeceased the transferor.
ARTICLE 13.
TRUSTEE'S PO\VERS
l3.A. Grant of General Powers. The Trustee shall have full power and authority, in the
Trustee's discretion, to do any act or thing reasonably necessary or advisable for the proper
administration and distribution of any trust created hereunder, and all of the powers of the
Trustee, including those hereinafter enumerated, shall be exercised in a fiduciary capacity. In
exercising the investment powers conferred hereunder the 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 (including investments that would be
forbidden by the "prudent investor rule"), 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 (unless otherwise provided herein), or lack of diversification. I intend to
grant the Trustee the broadest possible discretion in determining what constitutes an appropriate
investment, acceptable level of risk and proper investment strategy, consistent with the Trustee's
fiduciary duties.
B.B. Grant of Specific po'wers. EXCEPT AS MAY BE OTHER WISE EXPRESSLY
DIRECTED OR REQUIRED BY THIS AGREEMENT, and in extension but not in limitation of
the powers provided for the Trustee by Applicable Law, which powers are by this reference
expressly incorporated herein, the Trustee shall have full power and authority as to any
properties or assets, real, personal or mixed, at any time comprising, a part of the Trust Estate or
of any trust created hereunder, and without the necessity of notice to or license or approval of
any court or person during the term of any trust created hereunder, and for purposes of division
and distribution of the same upon termination thereof, in the Trustee's sole discretion:
13.B.1. Retain Property. To retain cash or other assets for so long as the Trustee
deems advisable whether or not the assets are hereinafter authorized for investment; to retain any
2256384v2
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and all interests in real property which I may have invested in at any time, without regard to the
yield on the properties; and to sen, exchange, mortgage, pledge, lease or otherwise dispose of
any assets.
13.B.2. Borrow Money. To borrow money for terms ending \vithin or extending
beyond the term of any trust created hereunder.
13.B.3. Additional
Property.
To receive from any source additional property
acceptable to the Trustee.
13.BA. Investments. To invest in, purchase, retain, sell, exchange, mortgage,
pledge, lease Of otherwise dispose of any type of property including, but not limited to, common
stock (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 "investrnent letter" restrictions), bonds, notes, debentures,
mortgages, preferred stocks, puts or calls, voting trust certificates, options, derivative
instruments, beneficial interests in land trusts, mutual funds, "open-end" or "closed-end"
investment funds or trusts, real estate investment trusts, savings and loan or building and loan
associations, motion picture, radio, television or cable access production programming and
licenses, livestock or other animals, commodities, commodity pools, commodity options,
commodity partnerships, swaps, caps and collars and any and all derivations thereof, managed
futures, managed stock accounts, foreign exchange, insurance or endowment policies, annuities,
variable annuities or other property or undivided interests in property, real or personal, foreign or
domestic, without being limited to the selection of investments by any statutes or rules of law,
custom or usage.
13.8.5. l\largin Accounts. To purchase securities on margin or engage in short
sales, sales against the box and other investment strategies, whether covered or uncovered.
13.B.6. Investment in Common Trust Funds. To commingle for investment all
or any part of the assets of any trust created hereunder in any common trust fund or funds now or
hereafter maintained by the C01porate Tmstee, if any,
13.B.7. Lending Funds. To lend funds of any trust created hereunder to any
perso14 including any beneficiary, upon such terms, at such rate of interest, if any, and upon such
security, if any, as the Trustee may determine, and to guarantee Joans of any person, including
any beneficiary.
13.B.8. Allocation Between Principal and Income. To determine finally all
allocations, charges or credits as between principal and income according to generally accepted
rules of fiduciary accounting where there is no provision made therefor by statute; provided,
however, that, absent direction from the Personal Representative of my Estate, the Trustee shall
have the discretion to charge expenses of administration of my Estate, both probate and nonprobate assets, to either principal or income. Provided further, however, that the Personal
Representative of my Estate shall have the right to direct the Trustee to charge expenses of
2256384.,-2
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administration of my estate, both probate and non-probate assets, paid out of the trust estate to
either principal or income, in the Personal Representative'5 discretion.
13.B.9. Division of Assets. To make division or distribution of any trust created
hereunder whenever herein required in whole or in part in money, securities or other property,
and in undivided interests therein, and, in the Trustee's discretion, to allocate particular assets or
portions thereof on a non-pro rata basis, or undivided interests therein, to anyone or more of the
beneficiaries hereunder as the Trustee shall deem to be for the best interests of the beneficiaries,
and to continue to hold any such undi"ided interest in any trust created hereunder.
13.B.10. Transaction with Other Fiduciaries. To enter into any transaction
authorized by this Section with the Personal Representative of any Estate or with the Trustee of
any other trust, even though the Trustee hereof may also be a Personal Representative of the
Estate or a Trustee of the other trust.
13.B.11. Compensation. To receive reasonable compensation fOTthe Trustee's
services hereunder and to pay all reasonable expenses and charges of any trust created hereunder.
13.B.12. Choice of Qeductions. If no Personal Representative is appointed for
my Estate, to take any amount allowable as a deduction for either Death Tax or income tax.
purposes as a Death Tax deduction or as an income tax deduction, whether the amount be paid
from principal or income, ,,,rithout any duty to reimburse or charge either principal or income on
account of such tax treatment, and regardless of whether the value of my net Estate, or the
interest of any beneficiary, is thereby affected.
13.B.13. Business Interests. To exercise all powers with respect to any interests
in a business or businesses at any time held in, or transferred to, the Trust Estate, whether as a
sole proprietor, partner, member or holder of the outstanding stock thereof, or otherwise which I
could have exercised if present and acting, which shall include, but not be limited to, the power
to continue, expand, limit, alter, reconstitute, incorporate or terminate such business in any way
the Trustee may determine to be advisable, and the po\.ver to name or to change officers,
directors, governors, managers, or employees, or to act as an officer, director, governor, manager
or employee (and receive compensation therefor). FUl1hemlore, the Trustee shan have full and
continuing authority and discretion as to wbether to retain or sell any business interest, and if a
sale or disposition thereof is made, the terms, techniques, or manner thereof shall be wholly
within the Trustee's discretion. If any business interest held in my Estate is subject to an
agreement requiring the sale of the interest at my death, the Trustee shall take all action
necessary to effectuate such agreement.
13.B.14. Life Insurance. To exercise all rights, privileges and incidents of
o\\nership \vith respect to life insurance that becomes an asset of the Trust Estate or any trust
created hereunder_
13.B.1S. Retirement
Accounts.
To exercise all options or elections relating to
any Retirement Accoun.t.
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13.B.16. Disclaimer of Interests and Powers. To disclaim, release or renounce
any power, right or authority given to the Trustee hereunder witbout the necessity of court
approval and to disclaim any property or power with respect to property passing to the Trust or
any trust created hereunder, under any Will, contract, Trost Agreement, or by operation of law or
otherwise, To effect a disclaimer, release or renunciation, the Trustee shall, in addition to any
requirements of Applicable La1-"l for a qualified disclaimer or othef\,.,ise, deliver a \\rriting which
describes the disclaimer, release or renunciation to each Co-Trustee and to each beneficiary then
eligible to receive distributions from the trust over which the power, right or authority is
exercisable. A disclaimer, release or renunciation shall not affect the availability of any power,
right, or authority of any Trustee who has not disclaimed, released or renounced it.
13.B.17. Division of Trusts. To divide any trust created hereunder into separate
trusts consisting of (1) portions that for GST Tax purposes have (or, if GST Exemption were
allocated, would have) CST Inclusion Ratios of, or be as close as possible to, zero or one, (2)
portions, respectively, that would, and would not, be included in the Gross Estate for federal
estate tax purposes of a particular beneficiary if the beneficiary died at that time, (3) portions that
for GST Tax purposes have (or, if an election were made to disregard an election to treat property
as qualified terminable interest property, would have) different transferors, or (4) portions that,
for purposes of administration of any trust created hereunder, are deemed necessary or advisable
by the Trustee.
13.B.IS. Litigation and Alternative Dispute Resolution. To institute, join,
compromise, discount, settle, dismiss or defend any suit, claim or cause of action relating to this
Trust Agreement or any trust created hereunder, including the interpretation or validity thereof,
in any judicial, administrative or alternative dispute resolution proceeding specifically including
but not limited to mediation, binding Or non-binding arbitration or class or other actions brought
against any individual, entity or government agency or brought by any individual, entity or
agency for attachment, recoupmen1, levy, invasion, reformation, or access to the property of the
trust; to retain such legal counsel and ancillary personnel as may be necessary in a proceeding or
action; and to execute and deliver any pleading, discovery, affidavit, settlement agreement,
release or other document related to a proceeding or action, all at the expense of the trust.
13.B.19. Financial Information. To share financial information about the Settlor
with other departments or divisions of the Corporate Trustee including, but not limited to, the
personal and commercial banking, brokerage and mortgage divisions of the Corporate Tn./.Stee
for the purpose of providing personal financial advice and recommendations to the Settlor.
13.B.20. Services of Other Departments or Divisions. To employ the services
of other departments or divisions of the Corporate Trustee or of any affiliate of the Corporate
Trustee in connection with the perfom1ance of its duties under this Tn./.S[ Agreement, including,
but not limited to, effectuating securities trading transactions. The Settlor understands that such
department, divisions or affiliate of the Corporate Trustee charges fees or commissions for any
services rendered and the Settlor authorizes the Corporate Trustee to pay the fees or
commissions, so long as they are reasonable, from the Trust Estate.
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13.C. Reservation of Powers to Settlor as Trustee. Notwithstanding any provision of
this Trust Agreement to the contrary, during my lifetime (so long as I am under no Legal
Incapacity), I, while acting as a Trustee, may exercise all powers granted in this Trust Agreement
with respect to all of the Trust Estate without the consent of any other Co-Trustee. My CoTrustee shall neither be liable to nor have any fiduciary duty to (1) any beneficiary of any trust
created under this Trust Agreement, (2) me or (3) my heirs or Personal Representative with
respect to trust property pursuant to authority granted hereunder unless and until my Co-Trustee
has in writing accepted responsibility for such acts.
GENERAL
ARTICLE 14.
PROVISIONS REGARDING
THE TRUSTEE
\Vith respect to certain matters relating to the Trustee:
14.A. Trustee May Resign. The Trustee of any trust created hereunder may, by a
written instrument delivered to the remaining Trustee (or, ifthere is no remaining Trustee, then
to the income be11eficiaries of the trust), resign as a Trustee at any time. Provided, however, that
if no other Trustee is then serving, such resignation shall not be effective until a successor
Trustee is appointed.
14.B. Nonresident Trustee. It is my request and direction that the T).ustee designated
hereunder be entitled to serve even though a nonresident of the State in which any trust created
hereunder is subject to administration.
14.C. Delegation of Authoritv. During such time or times as more than one Trustee is
serving, the T~tees at any time andfrom time to time may delegate to one or more of them the
power to exercise any or all of the rights, powers, duties and discretions conferred on the Trustee
under this Trust Agreement, and any delegation may be later revoked by the Trustees who but for
the delegation would have such rights, powers, duties and discretions. It is provided, however,
that no right, power, duty or discretion shall be delegated to a Trustee who under other
provisions of this Trust Agreement would not be capable of exercising the same. Any delegation
and revocation shall be effected by a written instrument signed by each of the Trustees and
delivered to the other Trustee(s). It is my wish that the Trustee(s) to whom any delegation is
made be aware at least generally of the attitudes of the other Tmstee(s) concerning the exercise
of any delegated right, power, duty or discretion. Until so delegated, and except as otherwise
provided herein, when there are more than two Trustees acting, the concurrence and joinder of a
majority of the Trustees
shall control. For purposes of this Section, no Trustee who files an
instrument with the trust records indicating dissent to or abstention from the proposed action or
inaction of the other Trustee(s) shall be liable as a result of any action which may be taken by the
other Trustee(s) or of any failure of the other Trustee(s) to act, but any dissenting or abstaining
Trustee shall nonetheless be required to join with the other Trustee(J~ in any way necessary or
appropriate to effectuate the decision of the majority. \\'hen only two Trustees are acting only
actions taken or instruments executed by both of the Trustees shan be eft(::ctive.
14.D. Protection of Trustee. ~o Tntstee serving under this Trust Agreement shall be
liable to any beneficiary under this Trust Agreement, or to any other person, fOT any matter
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arising out of the responsible exercise of fiduciary judgment, discretion, and responsibility by the
Trustee. I anticipate that such matters may include, but are not limited to (1) the employment of
investment advisors, agents or other persons, (2) the timing and composition of distributions, (3)
the distribution of assets with different income tax bases to beneficiaries, (4) making or
foregoing to make disclaimers, elections and allocations under the laws imposing income taxes,
Death Taxes, gift taxes or GST Taxes on my Estate or this Trust or uoder the laws governing the
apportionment of taxes and the collection aT reimbursement of the same from any interested
person, (5) detennining whether to elect to treat the Trust Agreement as part of my Estate for
income tax purposes, and (6) the pm;tponement of, or failure to postpone, required distributions
to a beneficiary for substantial cause. No compensating adjustments or reimbursements need be
made between income and principal, or in favor of any beneficiary, as a result of such
determinations unless the Trustee shall detetmine otherwise, in the discretion of the Trustee, or
unless required by Applicable Law, notwithstanding that an election or allocation or other act or
failure to act may directly or indirectly affect the value of any beneficiary's interest or under any
trust created under the Trust Agreement or any other trust of which I am the settlor. Except in the
case of bad faith, no Trustee shall be liable for the acts or omissions of any other Trustee, or, in
the case of the delegation of any discretionary power hereunder, for the acts, omissions or
defaults of the person or persons to whom the delegation is made. In addition, no successor
Trustee hereunder shall be liable for the acts or omissions of any predecessor Trusiee.
14.E. Custodv of Assets. If a Corporate Tmstee is serving hereunder, it shall have
custody of all assets, attend to the handling of receipts and disbursements, and attend to all
accountings.
14.F. No Bond. It is my request and direction that no bond be required of any Trustee
hereunder.
14.G. Self-Dealing or Conflict of Interest. The Trust Estate from time to time may be
comprised of interests in closely held corporations, partnerships, limited liability companies and
other business entities and investments. It is my direction that the Trustee be entitled to retain
such interests so long as it is considered desirable to do so. In so doing I recognize that the
Trustee may have occasion to deal with interests in business entities or investments in respect of
which the Trustee may have an interest as a joint or co-owner, partner, stockholder, officer,
member, manager, governor, director or otherwise, or to employ or retain investment counselor
attorneys or other professional services from a firm of which a Trustee may be a partner, a
stockholder, an officer, a director, a member, a manager, a governor or otherwise. It is my
direction that the fact of the interest shall not disqualify the Trustee from retaining the
investment and shall not impair the right of the interested Trustee from acting with respect
thereto or from obtaining such professional services as fully as if the interest did not exist, and it
shall not preclude any interested Trustee from voting the interest in favor of the Trustee or from
employing the firm in which the Trustee has an interest, or from taking any other action which
might be, or might be construed to constitute, self-dealing or a conflict of interest. None of the
foregoing shall constitute or be evidence of breach of trust on the part of any Trustee for the
purpose ofimposiug personal liability upon or surcharging the account of any Trustee.
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ARTICLE 15.
PROTECTIVE PROVISIONS
Notwithstanding
provisions shall apply:
any provisions of this Trust Agreement to the contrary, the following
15.A. Power of Appointment
Savings Provision. At no time shall the discretion
conferred on the Trustee to distribute income or principal or to lend funds of any trust being
administered hereunder, or the discretion conferred on the Trustee to terminate any trust being
administered hereunder, be exercisable by the Trustee, acting alone or in conjunction with any
other person, in favor of the Trustee (except for a discretionary distribution of income or
principal made pursuant to an Ascertainable Standard), the Trustee's estate, the Trustee's
creditors, or the creditors of the Trustee's estate, or to discharge the Trustee's legal obligations,
including the Trustee's legal obligations of support. In addition, no Tmstee may participate in the
exercise of a "Tax Sensitive Power" if to do so could create a general power of appointment for
the Trustee. Tax Sensitive Powers include, but are not limited to. the powers to make, or direct,
any allocation of GST Exemption, the election under Section 2652(a)(3) of the Code, or any other
election for purposes of Chapter 13 of the Code or similar provisions of State Statutes, to divide
any trust created hereunder into two separate trusts or create and fund two separate trusts in order
that the GST Inclusion Ratio for each trust shaH be either zero or one (or as close to zero or one
as possible), or to make any other allocation, election or division hereunder. If any right,
discretion or power is not exercisable by a Trustee under the provisions of this Section, the right,
discretion or power shall be exercisable by (but only by) the other Trustee(s) then serving who
are not prohibited from exercising the same. If no person then serving may exercise the right,
discretion or power, the successor Trustee herein named by me shall serve as Trustee hereunder
for the purpose of doing so, or, if there is no successor Trustee named or the Trustee is likewise
prohibited from exercising the right, discretion or power hereunder, a Trustee who is not
prohibited from exercising the same shall be appointed for the purpose of doing so by the
person(s) (other than the person(s) who are prohibited from exercising the discretion or power
hereunder) authorized to designate a Trustee in the event a Trustee dies, resigns or is otherwise
unable or unwilling to serve as a Trustee. If no person is authorized to appoint a Tnlstee under
the provisions of this Section, a Trustee shall be appointed for the purpose of doing so who is not
prohibited from exercising the same by the court with jurisdiction over the trust. TIns Paragraph
shall be unequivocally construed to prevent the creation of a general power of appointment in a
Tnlstee over income or principal of any trust being administered hereunder, or any trust created
under any other Trust Agreement of whic.h I am the Settlor, based on the discretion given the
Trustee to terminate a trust, distribute income or principal thereof, or lend funds thereof, or the
discretion given the Trustee to exercise a Tax Sensitive Power.
15.B. Rule Against Perpetuities Savings Provision. Each trust created hereunder shall
terminate not later than twenty-one (21) yeaTS after the death of the last survivor of all natural
persons who are beneficiaries hereunder living at the date of my death and, if any trust has not
sooner terminated, the Trustee shall distribute the principal thereof: together with accrued and
undistributed income of the trust, outright, Per Stirpes, to the persons then entitled to receive the
income therefrom or to have it accumulated for their benefit. No special power of appointment, if
any, granted to any beneficiary hereunder shall be exercisable so as to create another power of
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appointment which, under Applicable Law, can be validly exercised so as to postpone the vesting
of any estate or interest in property subject to the first power, or suspend the absolute ownership
or power of alienation of such property, for a period ascertainable 'Without regard to the date of
creation of the first power. The foregoing provisions of this Section shall not apply to (1) any
trust to which, upon the creation of the trust, the rule against perpetuities does not apply under
Applicable Law or (2) any trust to which, upon the creation of the trust, the rule against
perpetuities does not apply if the trust so specifies, it being my intention that the foregoing
provisions of this Section shall apply only when required by Applicable Law.
I5.C. Spendthrift Provision. Neither the principal nor the income of any trust create.d.
hereunder, nor the beneficiary's interest therein, shall be liable for the debts of any beneficiary or
be subject to garnishment, attachment, bankruptcy proceedings, to claims for alimony, support,
maintenance, or payment of other obligations by any person against the beneficiary, or to any
other transfer, voluntary or involuntary, from any beneficiary, and, except as othenvise expressly
provided herein 'With respect to the power granted to a beneficiary to appoint the principal of a
trust created hereunder and except for a beneficiary's disclaimer, release or renunciation of the
beneficiary's interest in a trust created hereunder, no beneficiary shall have any power to
alienate, sell, assign, transfer, encwnber, appoint, or in any other manner to anticipate or dispose
ofms or her interest in any such trust created hereunder, or the income produced thereby, prior to
the actual distribution in fact by the Trustee to the beneficiary.
I5.D. Life Insurance Savings Provision. No person, if and while acting as Trustee,
shall participate in the exercise of any rights, privileges or incidents of ownership with respect to
insurance on the life of that person, in which event the other Trustee(s)shall exercise such rights,
privileges or incidents of ownership. If no other Trustee is then serving, then the rights,
privileges and incidents of ownership shall be exercised by the persons named, and in the order
provided, for the powers under the Section of this .Article entitled "Power of Appointment
Savings Provision." In addition, if insurance on the life of a beneficiary becomes an asset of any
trust created hereunder over which the beneficiary has a lifetime or testamentary special power
of appointment, the power of appointment shall not be effective with respect to the insurance, or
the death benefit or proceeds thereof, nor shall the beneficiary be eligible to exercise the special
power of appointment so as to participate in or exercise any right, privilege or incident of
ownership over the il'lsurance.
15.E. Expenses and Death Taxes Not Paid From Retirement Accounts. In no event
shall the assets of the Trust Estate or any trust created hereunder that are proceeds of any
Retirement Account be used for the payment of any debts, expenses, and taxes (including, but not
limited to Death Taxes, income taxes, property taxes and GST Ta.;tes) incurred or payable by my .
Estate if the payment of such debts, expenses and taxes would cause the Retirement Account to
be treated as not having a designated beneficiary for purposes of determining the distribution
period under Section 401(a)(9)(A)(ii) of the Code.
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DEFINITIONS,
I;)
ARTICLE 16.
PRESUMPTIONS AND DlRECTIOl"'S
16.A. Defined Terms. The "Defined Tenns" used in this Trust Agreement are identified
by the use of italics. Many of the Defined Terrrzs used throughout this Trust Agreement are listed
and defmed in the Article of this Trost Agreement titled "Definitions, Presumptions and
Directions." A Defined Term also maybe defined within the Article (e.g. Article 1), Section (e.g.
l.A.), Paragraph (e.g. L.A. 1), or subparagraph (e.g. l.A.l.a) in which such term is first used by
placing the italicized term within quotation marks, as was done in the first sentence of this
Section. If a word or phrase appears in this Trust Agreement as a Defined Term, its use elsewhere
in this Trust Agreement without italics shall not be deemed to change its meaning, and it shall be
construed to be a Defined Term unless the context clearly calls for a different construction. As
used in this Trust Agreement, the following terms shall have the following meanings:
16.A.l. Applicable Law. "Applicable Law" shall mean Florida law at all times
for purposes of detem1ining the validity or construing the meaning of this Trust Agreement or
any trust created hereunder. However, if the Trustee transfers the situs of the administration of
any trust created hereunder to another U.S. state or territory, the Trustee may elect to have the
law of that state OT territory apply, in which event "Applicable Law" shall mean the law of that
state or territory.
16.A.2. Apportioned.
method for allocating responsibility
"Apportioned" shall mean allocation under any formula or
for a contribution to the payment of Death Taxes under
Minnesota law.
16.A.3. Available GST Exemption. "Available GST Exemption" shall mean an
amount equal to the GST Exemption (reduced by tbe value of any assets passing by reason of my
death, outright or in trust, if the transfer of such assets constitutes a direct skip under Section
2612(c) of the Code) that has not been allocated by the transferor (as defined in Section 2652(a)
of the Code) or by operation of law to property transferred by the transferor during the
transferor's lifetime. For this purpose, (1) if the transferor has died without filing a gift tax return
which is required to be filed and which has a due date (including extensions) that is after the
transferor's death, then the transferor shall be deemed to have allocated the transferor's GST
Exemption, first, to all the property that (a) may at some time be subject to GST Taxes, (b) is
required to be reported on such gift tax return, (c) is to or fOTthe benefit of the transferor's lineal
descendants. and (d) does not qualify for any other exemption or exclusion from GST Taxes; and
(2) the transferor shall be deemed to have allocated the transferor's GST Exemption, second, to
any other gift made by the transferor in the year of the transferor's
death or in the year
immediately preceding the transferor's death, which has a CST Inclusion Ratio greater than one
tenth (1/10). Notwithstanding the provisions of the previous sentence, the transferor shall not be
deemed to have allocated the transferor's GST Exemption to any trust ifthe entire trust principal
may, at any time, either be required under the terrris of the governing instnunent to be paid to a
child oftbe transferor or to a person treated as a child of the transferor under Section 2651(e) of
the Code (other than as an invasion of principal in the discretion of the Trustee or pursuant to a
standard), or be subject to Death Taxes by reason of the death of a child of the transferor or the
death of a person treated as a child of the transferor under Section 2651( e) ofthe Code.
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16.A.4. Child. "Child" shall mean the Issue of the first generation of the
identified individual.
16.A.5. Code. "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time. References in this Trust Agreement to a specific section of the
Code shall refer to that section set forth in the Code at the date of the execution of this Trust
Agreement and to any corresponding provision set forth in the Code at any time thereafter as the
Code may be amended.
Corporate
16.A.6. Corporate
Personal
Representative
or,
Trustee. "Corporate Personal Representative" or "Corporate Trustee" shall mean a trust
company or national or state banking institution having trust or fiduciary powers.
16.A.7. Death Tax or Death Taxes. "Death Tax~' or "Death Taxes" shall mean
estate. inheritance, succession and other similar taxes and duties; taxes on capital gains at death;
and interest and penalties thereon which, in each case, the U.s. or any state or other political
subdivision of the Us. or any foreign country or territory imposed by reason of the death of the
identified individual. However, Death Taxes shall not include (i) any "'additional estate tax"
under Section 2032A(c) or Section 2057(f) ofthe Code or (ii) any GST Taxes.
16.A.8. Estate and Probate Estate. "Estate" or "Probate Estate" shall mean, as
the context requires, all property subject to administration under a decedent's 'Will and the entity
acting in a decedent's stead with respect to all of a decedent's legal affairs, probate and nonprobate, following a decedent's death.
16.A.9. Gross Estate. "Gross Estate" shall mean, with respect to an individual
subject to
estate tax under Subchapter A of Chapter 11 of Subtitle B of the Code, all
interests in property to the extent that such property and interests are required to be valued by
Section 2031 of the Code and, with respect to an individual subject to u.s. estate tax under
Subchapter B of that same Chapter and Subtitle, all property and interests in property to the
extent that the property and interests are required to be valued by Section 2103 of the Code, as
modified by any applicable estate tax treaty.
u.s.
16.A.l0. CST, GST Tax and GST Taxes. "GST' shall mean a generationskipping transfer as that is defined in Chapter 13 of Subtitle B of the Code and the term '"GST
Tax" and "GST Taxes" shall mean the ta..'Xes
imposed by Section 2601 et. seq. of the Code.
16.A.11. GST Exemption. "GST Exemption"
CST Ta.:'(esgranted under Section 2631 of the Code.
shall mean the exemption from
] 6.A.12. GST Inclusion Ratio. "GST Inclusion Ratio" shall have the meaning it
is given:in Section 2642(a) of (he Code.
16.A.13. Health, Education, Support and Maintenance. The terms used in the
phrase "Health, Education, Support and A1aintenance" shall have the meanings set forth in this
Paragraph, regardless of the order in which they appear. Unless expressly indicated to the
contrary elsewhere in this Trust Agreel'nent, when making distributions to a beneficiary (other
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than my Spouse) for Health ..Education, Support and Maintenance, the Trustee has discretion to
take into consideration (1) income or other reso urces 0 f a beneficiary outside the trust and knoVvn
to the Trustee and (2) a beneficiary's ability to support himself or herself, provided, however, the
Trustee shall have no duty to make inquiry into the income and resources of a beneficiary.
16.A.13.a. Support and Maintenance. "Support" and "Maintenance" are
synonymous, shall not be limited to the bare necessities of life, and shall be the same as "support
and maintenance in reasonable comfort." I also request that the Trustee exercise the Trustee's
discretion to make distributions to a beneficiary for Support and lvfaintenance in a manner which
\-",ill encourage initiative, independence and responsibility in a beneficiary.
l6.A.13.b. Education. "Education" shall include any course of study or
instruction at an accredited college or university granting undergraduate or graduate degrees, or
at any institution for specialized, vocational, or professional training, or at any institution
offering an educational program at the pre-school, grade, middle, junior or senior high school
levels or their equivalents. The term shaH also include any course of study or instruction which
may be useful in preparing an individual for a vocation consistent, in the Trustee's judgment,
v,ith the individual's apparent abilities and goals. Notwithstanding any provision of this T1j~st
Agreement to the contrary, the Trustee, in the Trustee's discretion, may choose not to make
distributions for Education unless the Trustee is satisfied, in the Trustee's discretion, that such
beneficiary is making consistent academic progress toward a degree or the completion of an
acadeI11ic or vocational program.
l6.A.13.c. Health. "Health" shall include (but not be limited to) medi<:al,
dental, hospital, nursing, psychological and hospice expenses and the expenses of invalidism,
confinement and long-term care.
16.A.14. Independent Trustee. An "Independent Trustee" means, for any trust
created hereunder, a Trustee who is not a beneficiary of or who has any beneficial interest
(whether vested or contingent) in said Trust, and who has no legal obligation to support a
beneficiary of the trust and who is not a related or subordinate party (both as defined in Section
672(c) of the Code) with respect to any beneficiary of the Trust or any trust created hereunder,
and of the Settlor while the Settlor is alive.
16.A.15. Issue. "Issue" shall mean all persons who are the lineal descendants of
the individual whose Issue must be identified for purposes of this Trust Agreement.
16.A.16. Legal Incapacity. An individual shall be treated as being under a Legal
Incapacity (1) once so dedared or adjudicated by an appropriate court and until an appropriate
court subsequently rules otherwise, (2) during any period a guardian or conservator of the
individual or the estate of the individual has been appointed by a court having appropriate
jurisdiction and continues to serve, (3) during the period an individual is a Minor, or (4) when
the attending physician of the individual certifies to the Trustee that the individual is UFlableto
properly manage the individual's financial affairs and. until the physic:ian withdraws the
, certification.
.
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16.A.17. Millor and Adult. "Mino~' shall mean an individual who has not
attained the age of eighteen (18) y~.arson the date on which his or her status is necessary under
this Trust Aveement unless Applit:able Law establishes a different age of majority lhan as
provided in ChisParagraph and the term "Adult' shall mean a person who has attained. the s.ge of
eighteen (18) years (or such different age, if applicable) on such date.
16.A.18. Per Stirpes.. "Per Stirpes" shall mean .hat whenever a distribution Per
Stirpes is to be made under this Trust. the distributable property shall be divided into as many
equal shares as there are, at the time it is distributable, wrviving children of the designated
anccitor and deceased children of the designated ancestor who left Is~e then living. Each
surviving Child shall be allocated one share. and the share of each deceased Child with then
living Is~ shaJl be divided in the same manJLer as provided in the fIrst sentence of this
Paragraph with subdivision ~eating at each succeeding generation until the property is fully
allocated among the living Issue of the designated ancestor.
16.A.19. PersoDal Representative. "Person(ll Representative" shall refer to .be
original PersotUl! Representative of a decedent's Probate Estate, as well as any suCcessors,
whether individual or
corporat~.
16.A.20. Requk-ed
Minimum Distribution
Amount. "Required Minimum
Amount' or .Winimum Distribution AP1K>unt" shall mean the amount required to be
distributed annually under Section 401(A)(9) or Section 408{A)(6) of the Code, and any
TretJsury Regulations applicable thereto.
Distributio,.
16.A.l1. Retirement AeeoDDt. "Retirement Accoullf' shall mean any Individual
Retirement Account (including~ but not limited to, simplified employee pensions and SIMPLE
Savings Plans for retirement income), any qualified pe11&ion~prcfit.sharing, or retirement plan,
any Section 403(b) annuity contraet Of custodial ac.count, any Section 457(b) eligible defelTed
compecsation plan, or any similar tax~uali:fied employee benefit plan, whether governed by
ERISA or otherwise.
16.A.22. State Statutes. "State Statutes" shall mean the applicable statutes. in
effect at the. date of my death, C)f any state having jurisdiction over tho Trust) any trust c.reated
hereWldcr, and/or assets included in my Gross ESlaJe. as the case may be.
16.A.23. Tangible Persona) Property. "Tangible Per.sonal PropertY' shall mean
all of my personal effects and household goods, such as jewelry, e1othing, furniture. furnishings,
appliances, silver, crystal, books, pictures, antiques, collections (including coin collections),
tools, guns, boats and other sporting equipment. photographic and other hobby items, and motor
vehicles. together with any insurance policies sud claims under the policies with .respect to the
property. Tangible Personal p,.operty shall specifically exclude currency and money. bullion,
evidences of indebtedness. docwnetrts of title, securities and any property used in any trade or
business in which I may have an interest..
] 6.A.24. Taxable Estate. uTa:wble EstQul' shall have the meaning it is given in
Section 2051 of the Code.
24
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16.A.25. Treasury Regulations. "Treasury Regulations" shall mean those
regulations issued under the Code by the Us. Secretary of the Treasury, as they may
subsequently be amended from time to time. References in this Trust Agreement to a specific
section of the Treasury Regulations shall refer to that section contained in the Treasury
Regulations at the date of the execution of this Trust Agreement and to any corresponding
provision set forth in the Treasury Regulations at any time thereafter as the Treasury Regulations
may be amended.
16.A.26. Trustee and Co-Trustee. "Trustee," shall refer to the original Trustee,
as well as to any successors, whether individual or corporate, of the identified trust. Reference
generally to the Trustee shall include the Independent Tnlstee, but reference to the Independent
Trustee shall not include a Trustee which is not an In.dependent Trustee. "Co-Trustee" shall
mean one of multiple individuals, corporations or other entities serving together as Trustee of the
identified trust.
16.A.27. U.S. and U.S.A. "US." and "U.S.A." shall mean the United States of
America and all of its territories and possessions.
16.A.28. :My Will. "My WilT' shall mean my Will and all other references to a
"Will' shall mean a valid Will of the identified individual.
16.8. Presumptions and Directions. The following presumptions and directions shall
apply to the administration o£this TmstAgreement and any trust created hereunder.
16.8.1. Adopted, Illegitimate and Afterborn Persons. An individual who is
legally adopted shall be treated for all purposes under this Trust Agreement as a child of his or
her adoptive parents. A child in gestation who is later born alive shall be considered a child in
being throughout the period of gestation. Except as I may otherwise have provided in this Trust
Agreement for determining my Children, an illegitimate person shall be treated as an Issue under
this Trust Agreemen.t.
16.B.2. Construction of Terms to Confirm Ascertainable Standard. The
phrase "Health, Education, Support and Maintenance," or any variation of that phrase, shall be
construed consistently with the meaning given those terms by applicable U.S. federal estate and
gift tax laws and Treasury Regulations so that it creates an "Ascertainable Stan.dard" for US.
federal estate and gift tax purposes, and 50 that the exercise, release. or lapse of a power which is
limited by such standard will not be taxable for u.s. federal estate and gift tax purposes.
16.B.3. Distributions. \~en the verb "distribute" is used in any tense, number,
voice, mode or other form, it shall be deemed to include the phrases "pay to" and "apply for the
benefit of' and to refer to payments or applications of trust income or to distributions or
applications oftmst principal, as the context shall require.
16.B.4. Gender and Plurality. Unless the context requires otherwise, words
denoting the singular may be construed as denoting the plural; words of the plural may be
225
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construed as denoting the singular; and words of one gender may be construed as denoting the
other gender as is appropriate.
16.B.5. Headings and Titles. The Article, Section and Paragraph headings
contained in this Trust Agreement are inserted and appear only as a matter of convenience and
for reference -purposes only and shall not define, limit or prescribe the meaning or interpretation
of the text ofthis Trust Agreernent.
16.B.6. Invalid Provisions - Severability.
If an)' provision or teml of this Trust
Agreement is unenforceable or invalid for any reason, the remaining provisions and teTInS oftbis
Trust Agreement shall remain in full force and effect.
16.B.7. ""ritten
Communications.
Any notice,
consent,
certification,
withdrawal, invasion, dixection, request, exercise, demand, appointment, release, resignation,
removal or other formal action or communication between or among my heirs, my beneficiaries,
my Personal Representative, the Trustee or between or among any other parties interested in my
Estate or the Trust Estate which are required or helpful to the administration of any provision of
this Trust Agreement shall be in writing and dated and signed by the party taking such action or
making such communications.
16.8.8. Omitted Heirs. I have intentionally limited gifts and transfers to those
specifically provided under this Trust Agreement. Except as otherwise herein provided I have
intentionally omitted from this Tn;St Agreement any provision for my heirs and descendants,
those who may claim to be my heirs or descend from me, and any other person or entity who
may assert any legal, equitable or contractual right to inherit from me or receive trust
distributions from me.
16.B.9. Payment of Death Taxes. I direct that all Death Taxes imposed as a
result of my death shall be paid from the remaining assets of my Trust Estate to be transferred to
the Central Minnesota Conununity Foundation pursuant to Article 7 oftms Trust Agreement.
16.B.9.a. Death Taxes Not Paid From CharitabLe Trusts. Notwithstanding
anything in this Trust Agreement to the contrary, no Death Taxes imposed as a result of my death
shall be apportioned or charged against any property which passes to the Trustee of any trust
which Icreated during my life or to wmch assets will pass by reason of my death and under the
terms of which an annuity, unitrust or remainder interest qualifies or has previously qualified for
the deductions allowed under Sections 2055 and 2522 of the Code. The Death Ta..tes shall
instead be charged against and paid from assets transfen-ed to the Central Minnesota Community
Foundation as hereinabove provided.
16.B.IO. Payment to Personal Representative.
The Personal Representative of
my Estate has the right to demand from the Trustee (and upon such demand said Trustee shall
pay directly or by way of advancement to my Personal Representative) as much of the net
income and principal of the trusts as is needed to satisfy those taxes and payments charged
against and to be paid from the assets of the trusts,. respectively, pursuant to this Trust
Agreement.
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IN WITNESS \VHEREOF,
AMUNDSON,
I, THOMAS
A. RITSCHE,
as Settlor, and JACK
as Trustee, have executed this SECOND COMPLETE AMENDMENT
M.
AND
RESTATEMENT OF THE THOMAS A. RlTSCHE REVOC.ABLE TRUST AGREEMENT the
day and year first above wlitten.
IN THE PRESENCE OF:
.--I
~ lJ--1
Thomas A. Ritsche, Settlor
GO"'.C_./
.."..t:\-e..;;;r •.'"
..•.•
Jas1,S:M. Amundson,
•..
....-;""
..-/ .
.:,'>.(.,-;.~~~
.?~~'.;,..~~
Trustee
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JaCKana Janie Aoason
STATE OF FLORIDA
fJ,O
)
) 55.
COUNTY OF
t. e-- e
)
The foregoing instrument was aclmowledged before me this
2 Z
day of
(7'cI~1'.(.4'
2002, by THOMAS A. RITSCHE.
/?:/~~.
Notary Public
STATE OF FLORIDA
)
) 55.
COUNTY OF
)
The foregoing instrument was acknowledged before me this Z~£
2002, by JACK l\L AiVlUNDSON.
Marvin L Whtte
~.q¥'~
• ~
• My Commls&ion 0013!1369
"\Of"'.1
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Testata)
Expires August 12, 2006
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JacK and Janie Al~dson
THOMAS A. RITSCHE
REVOCABLE TRUST AGREEMENT
Schedule A
Description of Property Transferred to Trust:
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