EX-3.15 16 dex315.htm TRUST AGREEMENT OF MR GRANTOR TRUST MR GRANTOR TRUST
Exhibit 3.15
MR GRANTOR TRUST
This Trust Agreement is by and between Mont Royal, L.L.C, a Delaware limited liability company, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xx. XxXxx, Xxxxxxxx 00000, as Grantor, (hereinafter referred to as “Grantor”), Xxxxx X. Xxxxxxxx and Xxxx X. Xxxxxx, Xx., each of 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000, as Trustees, (hereinafter referred to as “Trustees”).
The Grantor hereby transfers to the Trustees the sum of $10, and the Trustees agree to hold the same, together with all other property which may hereafter be transferred to them, whether by gift, by devise or bequest, or by some other method (said sum and all such other property, as constituted from time to time, being hereinafter collectively referred to as the “trust estate”), IN TRUST upon the following terms:
ARTICLE 1
Name: Scope of Trust Agreement
Section 1.1. Name. This Trust may be known as the “MR Grantor Trust”
Section 1.2. Property to Which Trust Agreement Applies. The provisions of this Trust Agreement shall apply not only to the sum hereby transferred to the Trustees but also to any other property acceptable to them which the Grantor or any other person may hereafter add to any trust hereunder.
ARTICLE 2
(a) | During the period of the Grantor’s existence: |
(i) | If Grantor requests, the Trustees shall transfer any trust assets to it in exchange for a transfer from it of assets of equivalent value. Grantor may make this request at any time. |
(ii) | If Grantor requests, the Trustees shall lend to it any income or principal of the Trust as it may request without requiring it to provide security with respect to such loan. Grantor may demand such a loan at any time. Any such loan shall provide for Grantor to pay adequate interest |
(iii) | Grantor may revoke this Trust in whole or in part at any time. |
(b) | Grantor shall exercise the powers granted to it under this Article 2 solely in a nonfiduciary capacity, and the Trustees shall exchange assets with it on its request or shall lend to it any such income or principal of the Trust as it so requests without the consent of any “adverse party” (as defined in Section 672 of the Code). Moreover, no fiduciary duty imposed upon the Trustees or any other person may be asserted as a defense to Grantor’s exercise of the powers granted to it under this Article 2. |
ARTICLE 3
ARTICLE 4
Section 4.1. General. The Trustees are authorized and empowered to receive property from any person or persons as additions to any trust created by this Trust Agreement and to hold the same upon such trusts and to administer it under the provisions hereof.
ARTICLE 5
Section 5.2. Perpetuities Clause. Notwithstanding any other provision of this Trust Agreement, if any interest in a trust hereunder would but for this Section 5.2 fail to vest within the period required by any applicable Rule Against Perpetuities, the same shall be distributed, on the latest date which shall be
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permissible within said Rule, to those persons to whom and in those proportions in which the same would have been distributable had this Trust Agreement provided instead for the termination of said trust on said latest date.
ARTICLE 6
Section 6.1. General. In addition to and not in derogation of the rights, powers and discretions given by law or this Trust Agreement, the Trustees shall have the following rights, powers and discretions, all of which shall be exercised by them solely in their fiduciary capacity, provided that none of the powers granted herein or by law may be used by the Trustees or any other person to prevent Grantor from exercising the powers granted to them under Article 2 hereof:
(a) | Retain assets. To retain any property, real or personal, tangible or intangible, moveable or immoveable, wheresoever located, in the form received, whether or not such property shall be a legal investment for trustees; |
(b) | Sell or convey assets. To sell, convey or exchange any property, real or personal, tangible or intangible, moveable or immoveable, wheresoever located, to or with any person, in such manner and upon such terms as the Trustees may deem advisable and to mortgage the same without approval of any court; |
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(c) | Make leases. To join in or to make leases, with or without option to purchase, on any real estate constituting a part of the trust estate for any term even though such leases may extend beyond the termination of the trusts, and such leases shall be binding upon all persons; |
(d) | Pay taxes, etc. To pay all taxes, to maintain insurance, to make repairs and improvements to property, and otherwise to protect and preserve the property constituting a part of the trusts hereby created; |
(f) | Invest in wide range of assets. To invest and reinvest any funds coming into their hands as Trustees in all lands of property, real or personal, wheresoever located; to lend money to and purchase assets from the Grantor, with or without security; to invest and reinvest funds in partnerships, as a general or a limited partner, in stocks, bonds, options, warrants, notes, debentures, futures and other securities, or in other property, real or personal, tangible or intangible, moveable or immoveable, of every kind and wheresoever situated, secured or unsecured, as they shall deem advisable and without limitation as to the character of the investment under any statute or rule of law regarding fiduciaries; and to purchase, hold and retain interests of any and all kinds in partnerships, limited partnerships, corporations, closely held corporations, limited liability companies and unlimited liability companies; as the Trustees shall determine; and, in connection with any of the foregoing, the Trustees are specifically authorized to direct the payor of any dividends, interest, distributions or other income due the trust to remit the same directly to Grantor. |
(g) | Remove property. To remove property of the trust estate from one jurisdiction to another without the necessity of obtaining judicial authorization therefor; |
(i) | Ascertainment of income and principal. To select an annual accounting period; to allocate or charge all receipts and disbursements to or against income and principal in accordance with the law governing this Trust Agreement, exercising reasonable discretion in the resolution of questions arising in connection with such allocation or charging; |
(j) | Litigation and compromise. To compromise, contest, submit to arbitration or otherwise settle any and all claims in favor of or against the Trustees or the trusts hereby created; |
(k) | Employ advisors and other agents. To employ such advisors, brokers, agents, accountants and attorneys as shall be reasonably necessary in managing and protecting the |
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assets of the trusts hereby created and to pay any of the foregoing reasonable compensation and to receive reimbursement therefor and for all other proper expenses and charges; |
(1) | Distributions in kind. To make any distribution or division of the principal of the trusts hereunder, or of the income thereof, in cash or in kind, or partly in cash and partly in kind, and to allot to any separate trust, fund or share hereunder an undivided interest in any part or all of any securities or other property constituting a part of the trust estate; |
(n) | Invest in own stock and common funds. At any time when there shall be a Corporate Trustee acting hereunder, to hold and retain any stock or other securities issued by said Trustee or by a bank holding company to which said Trustee is related or with which they are affiliated; and to invest in any common fund or funds managed by the Corporate Trustee; |
(p) | Divide Trust Estate. To divide the trust estate into separate trusts, and to commingle the property of the separate trusts, in either case, in the discretion of the Trustees; |
(q) | All other acts. To do all other acts which they shall deem necessary or advisable for the proper or advantageous management, investment and distribution of the assets of the trusts hereunder, and all other acts which the Trustees are authorized to perform by applicable law. |
ARTICLE 7
Resignation of a Trustees: Appointment of Successors
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Grantor may elect to have only one Trustee act at any time, or from time to time. Any successor Trustee shall have all of the rights, powers and discretions conferred, and be subject to all of the duties, hereby or by law imposed upon the original Trustee. No Trustee, whether or not named herein, shall be required to give any bond. No successor Trustee shall be liable or responsible in any way for any acts or defaults of any predecessor Trustee or for any loss or expense arising out of or occasioned by anything done or left undone by any predecessor Trustee. After the appointment of a successor, a resigning Trustee shall deliver to such successor Trustee all of the assets which the resigning Trustee holds in trust under this Trust Agreement, and the successor Trustee shall incur no liability or responsibility to the Grantor or to any beneficiary under this Trust Agreement for any assets not so delivered to such successor Trustee.
ARTICLE 8
ARTICLE 9
Section 9.1. Governing Law. This Trust shall have its situs in the State of Missouri, and the validity, construction and administration of this Trust Agreement shall be governed by and construed in accordance with the laws of said State, without giving effect to such jurisdiction’s principles of conflict of laws, unless the situs of this Trust Agreement or any trust created hereunder is changed pursuant to Article 3.
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the scope or intent of such sections, nor in any way affect this Trust Agreement or have any substantive effect.
Section 9.5. Definition of “Beneficiaries”. When the context requires, the term “beneficiaries” means the Grantor.
Section 9.6. Definition of “Internal Revenue Code”. As used in this Trust Agreement, the terra “Internal Revenue Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, or any future Internal Revenue Code, and each reference to a section of said Code shall be deemed to include future amendments to such section as well as the corresponding provision of future Internal Revenue laws.
Section 9.7. Definition of “discretion”. Except where otherwise expressly provided, as used in this Trust Agreement, the term “discretion” shall mean the widest discretion which it is legally permissible for a fiduciary to exercise.
IN PRESENCE OF:
MONT ROYAL, L.L.C., Grantor | ||||||
| By: |
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Witness | Its Authorized Signatory | |||||
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Witness | Xxxxx X. Xxxxxxxx, Trustee | |||||
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Witness | Xxxx X. Xxxxxx, Xx., Trustee |
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